8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2019

ACCEL ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38136	98-1350261
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

140 Tower Drive

Burr Ridge, Illinois 60527

(Address of principal executive offices, including zip code)

(630) 972-2235

(Registrant’s telephone number, including area code)

TPG Pace Holdings, Corp.

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A-1 common stock, par value $0.0001 per share	ACEL	New York Stock Exchange
Warrants, each whole Warrant exercisable for one share of Class A-1 common stock at an exercise price of $11.50 per share	ACEL-WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Introductory Note

On November 20, 2019 (the “Closing Date”), Accel Entertainment, Inc. (f/k/a TPG Pace Holdings Corp.), a Delaware corporation (“New Pace”), consummated the previously announced business combination pursuant to that certain Transaction Agreement, dated as of June 13, 2019 (as amended on July 22, 2019 and October 3, 2019 and as it may further be amended from time to time, the “Transaction Agreement”), by and among New Pace, each of the shareholders of Accel Entertainment, Inc., an Illinois corporation (“Accel”) named as Sellers therein (each a “Seller” and collectively, including those Accel shareholders joined to the Transaction Agreement pursuant to that certain Drag-Along Agreement, dated as of June 13, 2019, by and among New Pace and each of the Sellers who had duly executed and delivered a signature page to the Transaction Agreement as of June 13, 2019, the “Sellers”) and David W. Ruttenberg and John S. Bakalar (as successor to Gordon Rubenstein) (each of David W. Ruttenberg and John S. Bakalar in their capacity as a “Shareholder Representative” and collectively, the “Shareholder Representatives”). Pursuant to the Transaction Agreement and in connection therewith, New Pace acquired, directly or indirectly, all of the issued and outstanding shares of common stock and preferred stock of Accel (the “Accel Stock”) held by the Sellers (the “Stock Purchase”); and, following the closing of the Stock Purchase, Accel merged with and into New Pace LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of New Pace (“NewCo”), with NewCo surviving such merger (the “Merger” and, together with the other transactions contemplated by the Transaction Agreement, the “Business Combination”).

In connection with the closing of the Business Combination (the “Closing”), TPG Pace Holdings Corp. changed its name to Accel Entertainment, Inc. Unless the context otherwise provides, “Pace” refers to the registrant prior to the Closing, and “we,” “us,” “our,” “Accel,” “New Pace” and the “Company” refer to the registrant and, where appropriate its subsidiaries following the Closing.

Item 1.01. Entry into a Material Definitive Agreement.

Long Term Incentive Plan

On the Closing Date, the Accel Entertainment, Inc. Long Term Incentive Plan (the “LTIP”) became effective. The LTIP was approved by Pace’s stockholders at the special meeting held on November 15, 2019 to approve the Business Combination (the “Special Meeting”). The purpose of the LTIP is to enhance New Pace and its affiliates’ ability to attract, retain and motivate persons who make important contributions to New Pace and its affiliates by providing those individuals with equity ownership opportunities. The LTIP provides for grants of a variety of awards, including, but not limited to: incentive stock options qualified as such under U.S. federal income tax laws, stock options that do not qualify as incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, cash incentive awards, and other stock-based awards. Officers or employees of New Pace or any of its affiliates or any other person who provides services to New Pace or any of its affiliates, including directors of New Pace, will be eligible for grants under the LTIP. New Pace has reserved a total of 6,000,000 shares of Class A-1 common stock, par value $0.0001 per share, of New Pace (“Class A-1 Shares”) for issuance pursuant to the LTIP, subject to certain adjustments set forth therein.

The foregoing description of the LTIP does not purport to be complete and is qualified in its entirety by the terms and conditions of the LTIP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Restricted Stock Agreement

On the Closing Date, in connection with the closing of the Stock Purchase, New Pace, TPG Pace II Sponsor Successor, LLC, a Delaware limited liability company, TPG Pace Governance, LLC, a Cayman Islands limited liability company (“Pace Governance”), and Peterson Capital Partners, L.P. (collectively, the “Pace Sponsor Members”) and the certain other persons, including certain Sellers (the “Restricted Stockholders”) that will receive shares of Class A-2 common stock, par value $0.0001 per share, of New Pace (“Class A-2 Shares,” and together with the Class A-1 Shares, the “New Pace Shares”) entered into that certain Restricted Stock Agreement (the “Restricted Stock Agreement”), which sets forth the terms upon which the Class A-2 Shares will be exchanged for an equal number of validly issued, fully paid and non-assessable Class A-1 Shares. The exchange of Class A-2 Shares for Class A-1 Shares will be subject to the terms and conditions set forth in the Restricted Stock Agreement, with such exchanges occurring in three separate tranches upon the satisfaction of the following triggers:

• Tranche I, equal to 1,666,666 Class A-2 Shares, will be exchanged for Class A-1 Shares if either (i) the EBITDA for the last twelve months (“LTM EBITDA”) of Surviving Newco (as successor to Accel) (as determined pursuant to the Restricted Stock Agreement) as of December 31, 2021, March 31, 2022 or June 30, 2022 equals or exceeds $132 million or (ii) the closing sale price of Class A-1 Shares on the New York Stock Exchange (“NYSE”) equals or exceeds $12.00 for at least twenty trading days in any consecutive thirty trading day period;

• Tranche II, equal to 1,666,667 Class A-2 Shares, will be exchanged for Class A-1 Shares if either (i) the LTM EBITDA of Surviving Newco (as successor to Accel) (as determined pursuant to the Restricted Stock Agreement) as of December 31, 2022, March 31, 2023 or June 30, 2023 equals or exceeds $152 million or (ii) the closing sale price of Class A-1 Shares on the NYSE equals or exceeds $14.00 for at least twenty trading days in any consecutive thirty trading day period; and

• Tranche III, equal to 1,666,667 Class A-2 Shares, will be exchanged for Class A-1 Shares if either (i) the LTM EBITDA of Surviving Newco (as successor to Accel) (as determined pursuant to the Restricted Stock Agreement) as of December 31, 2023, March 31, 2024 or June 30, 2024 equals or exceeds $172 million or (ii) the closing sale price of Class A-1 Shares on the NYSE equals or exceeds $16.00 for at least twenty trading days in any consecutive thirty trading day period.

The LTM EBITDA thresholds will be reasonably adjusted by the independent directors of the board of New Pace (the “Board”) from time to time to take into account the anticipated effect of any acquisitions or dispositions that exceed certain thresholds and are otherwise materially different from certain forecasts.

Notwithstanding the foregoing, Class A-2 Shares, if not previously exchanged for Class A-1 Shares pursuant to the triggers described above, will be exchanged for an equal number of Class A-1 Shares immediately prior to the consummation of a transaction or series of related transactions that would result in a third party or group (as defined in or under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becoming the beneficial owner of, directly or indirectly, more than fifty percent of the total voting power of the equity securities of New Pace, or more than fifty percent of the consolidated net revenues, net income or total assets (including equity securities of its subsidiaries) of New Pace, provided that the satisfaction of the conditions set forth in the aforementioned triggers cannot be determined at such time.

The Restricted Stock Agreement further provides that holders of Class A-2 Shares are not required to exchange such shares for Class A-1 Shares if, (x) prior to giving effect to exchanges pursuant to the triggers described above, such holder beneficially owns less than 4.99% of the issued and outstanding Class A-1 Shares, and (y) after giving effect to the exchanges pursuant to the triggers described above, such holder would beneficially own in excess of 4.99% of the issued and outstanding Class A-1 Shares. However, notwithstanding the limitation described in the previous sentence, if and when a holder of Class A-2 Shares has obtained all required gaming approvals from the applicable gaming authorities permitting such holder to beneficially own Class A-1 Shares in excess of 4.99%, then the Class A-2 Shares held by such holder which are subject to exchange shall immediately be exchanged for Class A-1 Shares without regard to the limitation.

The Class A-2 Shares may not be transferred, other than to certain permitted transferees as set forth in the Restricted Stock Agreement, and the rights and obligations under the Restricted Stock Agreement may not be assigned to any person or entity, other than to certain permitted transferees as set forth in the Restricted Stock Agreement.

The foregoing description of the Restricted Stock Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Restricted Stock Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

New Pace Warrant Agreement

On the Closing Date, and in connection with the closing of the Stock Purchase, New Pace and the Sellers that have received New Pace Warrants (as defined below) entered into that certain New Pace Warrant Agreement, pursuant to which New Pace has issued to each such Seller their respective pro rata share of 2,444,444 newly issued warrants of New Pace, each of which entitles the holder to purchase one Class A-1 Share at an exercise price of $11.50 per Class A-1 Share in accordance with its terms (the “New Pace Warrants”), with such pro rata share to be determined with reference to a number of shares equal to 70% of such Seller’s shares of Accel Stock less the number of shares of Accel Stock in respect of which the Seller has elected to receive cash in exchange for such shares of Accel Stock. Each New Pace Warrant entitles the holder to purchase one Class A-1 Share at an exercise price of $11.50 per share, subject to adjustments substantially similar to those applicable to the other outstanding warrants of New Pace, at any time 30 days after the consummation of the Business Combination.

The foregoing description of the New Pace Warrant Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the New Pace Warrant Agreement, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Registration Rights Agreement

On the Closing Date, in connection with the closing of the Stock Purchase, New Pace, the Pace Sponsor Members and certain other persons, including certain members of management of Accel, certain Accel shareholders, the independent directors of Pace and each other person who has executed and delivered a joinder to the Registration Rights Agreement (as defined below), including any person who (1) will be a stockholder of New Pace immediately following the Business Combination, (2) either (A) has made a written request to New Pace to enter into the Registration Rights Agreement or (B) was, immediately following the Business Combination, subject to Section (b)(2) of Rule 144 of the Securities Act with respect to such person’s Class A-1 Shares following the Business Combination and (3) elected to enter into a Registration Rights Agreement (such parties other than New Pace, together with each other person who has executed and delivered a joinder to the Registration Rights Agreement, the “Registration Rights Holders”), have entered into a certain Registration Rights Agreement (the “Registration Rights Agreement”). The Registration Rights Holders will be entitled to registration rights under the Registration Rights Agreement in respect of the New Pace Shares held by or issuable upon the exercise of New Pace Warrants held by such Registration Rights Holders. Pursuant to the Registration Rights Agreement, at any time, and from time to time, after the consummation of the Business Combination and subject to the lock-up restrictions set forth therein, certain of the Registration Rights Holders, set forth therein, may demand that New Pace register for resale some or all of their Pace Shares for so long as they continue to meet certain ownership thresholds.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

Indemnity Agreements

On the Closing Date, New Pace entered into indemnity agreements with Messrs. Andrew Rubenstein, Brian Carroll, Gordon Rubenstein, David W. Ruttenberg, Kenneth B. Rotman and Karl Peterson and Mses. Eden Godsoe and Kathleen Philips, each of whom is a director and/or officer of New Pace following the Business Combination. Each indemnity agreement provides that, subject to limited exceptions, and among other things, New Pace will indemnify the director or officer to the fullest extent not prohibited by the provisions of the Company’s bylaws and the DGCL for claims arising in his or her capacity as our director or officer.

The foregoing description of the indemnity agreements is a summary only and is qualified in its entirety by reference to the form of indemnity agreement, a copy of which is attached as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On the Closing Date, the Registration Rights Holders entered into the Registration Rights Agreement with respect to the New Pace Shares held by or issuable upon the exercise of New Pace Warrants held by such Registration Rights Holders. Upon effectiveness thereof, the initial registration rights agreement, dated as of June 27, 2017, by and among TPG Pace Sponsor II, LLC, a Cayman Islands exempted company, and Chad Leat, Kathleen Philips, Robert Suss, Paul Walsh and Kneeland Youngblood was terminated.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference. On November 15, 2019, the Business Combination was approved by the stockholders of New Pace at the Special Meeting. The Business Combination was consummated on November 20, 2019.

Consideration to New Pace’s Stockholders and Warrant Holders in the Business Combination

In connection with the Business Combination, holders of 22,939,736 shares of Class A ordinary shares, par value $0.0001 per share, of Pace (the “Public Shares”) and Class F Ordinary Shares, par value $0.0001 per share, of Pace (the “Founder Shares,” and together with the Public Shares, the “Pace Shares”) exercised their right to redeem those shares for cash at a price of $10.30 per share, for an aggregate of approximately $236 million, which was paid to such holders on the Closing Date.

In connection with the Business Combination and immediately prior to the Stock Purchase, at the effective time of the deregistration of Pace as an exempted company in the Cayman Islands and continuing and domestications as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), (i) each Public Share was converted into the right to receive one Class A-1 Share, (ii) each Founder Share was converted into the right to receive one Class F Share, and (iii) each Private Placement Warrant and Public Warrant, in each case, entitled the holder to acquire a corresponding number of Class A-1 Shares on the same terms as in effect immediately prior to the effective time of the Domestication.

Consideration Payable to Accel Stockholders in the Business Combination

The consideration paid to holders of Accel Stock in connection with the Business Combination and subject to the terms and conditions of the Transaction Agreement, consisted of a mix of consideration composed of cash consideration equal to the number of shares of Accel Stock for which such holder of Accel Stock made a cash election multiplied by $177 per share (the “Purchase Price”) and share consideration composed of a number of Class A-1 Shares equal to the number of shares of Accel Stock for which such holder of Accel Stock did not make a cash election multiplied by an exchange ratio calculated by dividing the Purchase Price by the Parent Ordinary Share Value (the Parent Ordinary Share Value was approximately $10.30 per share as of November 19, 2019). In addition, each holder of Accel Stock that made a cash election with respect to less than 70% of its shares of Accel Stock received its pro rata share, with such pro rata share to be determined with reference to a number of shares equal to 70% of such holder’s shares of Accel Stock less the number of shares of Accel Stock in respect of which the such holder made a cash election, of 2,444,444 New Pace Warrants, subject to the conditions set forth in the New Pace Warrant Agreement and 3,000,000 Class A-2 Shares, subject to the conditions set forth in the Restricted Stock Agreement.

The material terms and conditions of the Transaction Agreement are described in the section entitled “The Transaction Agreement and Related Agreements” beginning on page 158 of the Definitive Proxy Statement/Prospectus (“Proxy Statement/Prospectus”) filed with the SEC on October 30, 2019, which are incorporated herein by reference.

New Pace Securities Outstanding Following the Business Combination

Immediately after the Business Combination, there were 76,637,470 Class A-1 Shares, 4,999,999 Class A-2 Shares, 22,333,326 warrants to purchase Class A-1 Share issued and outstanding. Upon the closing, New Pace’s Class A-1 Shares and New Pace’s publicly-traded warrants (the “New Pace Public Warrants”) began trading on the New York Stock Exchange.

FORM 10 INFORMATION

Cautionary Statement Regarding Forward-Looking Information

Some of the information contained in this Current Report on Form 8-K, or incorporated herein by reference, contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When contained in this Current Report on Form 8-K, and incorporated herein by reference, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside New Pace’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and New Pace does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, New Pace’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

• the inability to maintain the listing of the post-combination company’s Class A-1 Shares and New Pace Public Warrants on the New York Stock Exchange following the Business Combination;

• the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;

• the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably;

• costs related to the Business Combination;

• changes in applicable laws or regulations;

• the inability to profitably expand into new markets;

• the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties indicated in the Proxy Statement/Prospectus, including those set forth under the section entitled “Risk Factors.”

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

Business of Accel and Certain Information About Accel

The information set forth in the sections entitled “Business of Pace and Certain Information About Pace” and “Business of Accel and Certain Information about Accel” beginning on page 204 and 228, respectively, of the Proxy Statement/Prospectus is incorporated herein by reference. To the extent of any inconsistency between the discussion below and that incorporated by reference, the discussion below shall be deemed to supersede, and if applicable replace, such incorporated information.

Overview

Accel is a leading distributed gaming operator in the United States on an Adjusted EBITDA basis, and a preferred partner for local business owners in the Illinois market. Accel’s business consists of the installation, maintenance and operation of VGTs, redemption devices that disburse winnings and contain ATM functionality, and other amusement devices in authorized non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores, truck stops, and grocery stores, which are referred to collectively as “licensed establishments.” Accel also operates a small number of stand-alone ATMs in gaming and non-gaming locations. Accel has been licensed by the IGB since 2012 and holds a conditional license from the PA Board. As of September 30, 2019, Accel’s VGT operations comprised 10,346 VGTs in 2,290 licensed establishments, representing compounded annual growth rates (“CAGR”) of 31% and 28%, respectively since December 31, 2016. Accel’s total revenue increased from $173 million for the fiscal year ended December 31, 2016 to $332 million for the fiscal year ended December 31, 2018, representing a CAGR in revenue of 38% over such period. Accel’s net income increased from $4.9 million for the fiscal year ended December 31, 2016 to $10.8 million for fiscal year ended December 31, 2018, a CAGR of 48% over such period. Accel’s Adjusted EBITDA increased from $33.3 million to $63.8 million over the same period, representing a 38% CAGR, and its Adjusted Net Income increased from $9.0 million to $23.1 million, representing a 61% CAGR, each over the same period. Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures and should not be used as substitutes for net income. For a reconciliation of Adjusted EBITDA and Adjusted Net Income to net income and a further discussion of such measures see the section entitled “Selected Historical Financial Data of Accel and Non-GAAP Financial Measures” beginning on page 182 of the Proxy Statement/Prospectus.

Source: Scientific Games’ terminal operator portal.

Accel’s gaming-as-a-service platform provides local businesses with turnkey, capital efficient gaming solutions. By owning all of its VGT equipment and managing the entire operating process on behalf of its licensed establishment partners, Accel offers its licensed establishment partners VGT solutions that appeal to players who patronize those businesses. Accel devotes significant resources to licensed establishment partner retention, and seeks to provide prompt, personalized customer service and support, which it believes is unparalleled among other distributed gaming operators. Dedicated relationship managers assist licensed establishment partners with regulatory applications and compliance onboarding, train licensed establishment partners on how to engage with players and potential players, monitor individual gaming areas for compliance, cleanliness and comfort and recommend potential changes to improve both player gaming experience and overall revenue for each licensed establishment. Accel also provides weekly gaming revenue reports to its licensed establishment partners and analyzes and compares gaming results within individual licensed establishment partners. This information is used to recommend an optimal selection of games, layouts and other ideas to generate foot traffic for Accel’s licensed establishment partners with the goal of generating increased gaming revenue. Further, Accel’s in-house collections and security personnel provide highly secure cash transportation and vault management services. Accel’s best-in-class technicians ensure minimal downtime through proactive service and routine maintenance.

In addition to its VGT business, Accel also installs, operates and services redemption devices that have ATM functionality, stand-alone ATMs and amusement devices, including jukeboxes, dartboards, pool tables, pinball machines and other related entertainment equipment. These operations provide a complementary source of lead generation for Accel’s VGT business by offering a “one-stop” source of additional equipment for its licensed establishment partners. For the nine months ended September 30, 2019, amusement revenue from amusement devices and ATM fees and other revenue collectively comprised 3% of total revenue.

Accel believes that its gaming-as-a-service offerings and customer service record have translated into high customer retention rates and strong market share. As of September 30, 2019, Accel’s exclusive contracts with its licensed establishment partners have remaining terms averaging approximately 7.0 years. Excluding the acquisition of Grand River Jackpot on September 16, 2019, Accel’s exclusive contracts with its licensed establishment partners have remaining terms averaging approximately 7.4 years. Under IGB regulations enacted in February 2018, the current maximum contract term (initial or renewal) is eight years. In addition, Accel’s voluntary contract renewal rate for the three-year period ended December 31, 2018 was over 99%. Accel believes its efforts and capabilities in creating a superior gaming experience for its licensed establishment partners’ clientele allows it to generate strong same-store sales, which in turn enables it to increase its VGT segment share in the areas where it operates. As of September 30, 2019, Accel has achieved a 31% share in the VGT segment in its core video gaming market of Illinois, as measured by number of establishments. Accel seeks to consistently build and maintain a pipeline of agreements with licensed establishment partners that provide significant visibility with respect to near term revenue growth.

Source: Accel VGTs based on Scientific Games International’s terminal operator portal versus total Illinois VGTs based on monthly video gaming reports from the IGB.

With its economies of scale, best-in-class service, leading market position and strong references from licensed establishment partners, Accel is a partner of choice for both new licensed establishments and other distributed gaming operators considering a strategic sale of their businesses. As of September 30, 2019, Accel has added over 1,128 new licensed establishments to its portfolio since 2016. Since becoming a licensed terminal operator in 2012, Accel has acquired nine distributed gaming operators, adding more than 890 licensed establishment partners to its portfolio of 2,290 licensed establishment partners as of September 30, 2019. Pursuant to an agreement to purchase up to $30 million in convertible promissory notes from another terminal operator, Accel purchased a $25,000,000 note that is subordinated to the terminal operator’s credit facility on October 11, 2019, which purchase follows an initial $5,000,000 note purchase on July 19, 2019.

Accel has a history of successfully integrating acquired licensed establishment partners into its business through best-in-class operation and execution capabilities. For example, the hold-per-day of these licensed establishment partners increased by approximately 22% on a weighted-average basis compared with the pre-acquisition hold-per-day, as measured from the last twelve months prior to acquisition to the last twelve months ended September 30, 2019. Accel calculates hold-per-day by dividing the difference between cash deposited in all VGTs and tickets issued to players by the average number of VGTs in operation during the period being measured, and then further dividing such quotient by the number of days in such period. Accel’s proven ability to source proprietary acquisition opportunities at attractive prices and subsequently improve acquired licensed establishment partner economics through operating efficiencies provides a path for continued growth in Illinois and expansion into other markets where distributed gaming is currently legal such as Louisiana, Montana, Nevada, Oregon, Pennsylvania, South Dakota and West Virginia.

Accel’s Value Proposition

Accel believes that its services provide many advantages to its licensed establishment partners, who benefit from improved visibility and appeal of their businesses, higher in-store foot traffic, increased operating margins and alternate stable sources of income. Players of Accel’s games appreciate the flexible and localized footprint that provides access to gaming and other entertainment without having to travel to a casino. In addition, Accel’s operations provide meaningful tax revenue and valuable employment opportunities to the communities in which Accel operates.

Accel’s Industry

Accel operates within the U.S. distributed gaming industry, which consists of the installation and service of slot machines at non-casino licensed establishments. Generally, a VGT or slot machine is any electronic video game machine that, upon insertion of cash, electronic cards or vouchers, or any combination thereof, is available to play or simulate the play of a video game, including but not limited to video poker and slots, and utilizes a video display and microprocessors in which players may receive free games or credits that can be redeemed for cash. Currently, all VGTs operated by Accel only accept cash. Distributed gaming is currently legal in Illinois, Louisiana, Montana, Nevada, Oregon, Pennsylvania, South Dakota and West Virginia. Other states such as Georgia have a similar but separately regulated coin-operated amusement machine market. Accel believes that the distributed gaming industry is supported by generally favorable trends, including an increasing number of states approving, or contemplating approving, gaming to increase tax revenues, broader acceptance in the U.S. of gaming generally, including online and digital gaming, an aging population that appreciates the convenience of

gaming entertainment close to home, expected resilience through economic downturns and attractive revenue and return on invested capital profiles when compared to traditional gaming venues, such as casinos. Accel believes that, as an increasing number of jurisdictions have legalized distributed gaming, the industry has witnessed both a growing player base and increased variety of higher quality game profiles available through VGTs.

Source: Accel data based on Scientific Games International’s terminal operator portal and all other terminal operators data based on monthly video gaming reports from the IGB.

Accel’s operations are based primarily in Illinois. Accel has been licensed as a terminal operator in Illinois under Illinois Gaming Act since 2012. Accel was one of the first VGT operators licensed in Illinois. The Illinois distributed gaming industry has grown significantly since 2012, with 7,127 licensed establishments operating a total of 32,847 VGTs as of September 30, 2019, according to Scientific Games International’s terminal operator portal and the Video Gaming Revenue Reports published by the IGB. According to the IGB, approximately 1,091 out of approximately 1,497 municipalities in Illinois currently permit the operation of VGTs. VGTs in Illinois can be played in licensed bars, restaurants, gaming cafes, truck stops, fraternal organizations, veterans’ organizations, and other retail establishments, including some convenience stores, in areas accessible only to players who are 21 years of age or older. Gaming revenue in Illinois from VGTs generates significant tax revenue, amounting to approximately $450 million in fiscal year 2018, according to IGB Video Gaming Report showing Statewide Allocation Summary from January 2018 to December 2018. The Illinois state legislature has recently increased applicable marginal tax rates on gaming from 30% to 33% effective July 1, 2019 and from 33% to 34% effective July 1, 2020. While the increase in gaming tax rates could negatively impact the distributed gaming industry, Accel believes other recent legislative changes, such as an increase in the number of permitted VGTs at a given location, an increase in maximum wager limits and maximum win payouts are expected to drive overall video gaming demand upward.

The IGB generally oversees gambling and video gaming operations in the state of Illinois. The IGB is authorized to issue licenses to distributed gaming operators and has broad disciplinary authority over Illinois’s distributed gaming industry which includes the power to fine operators and licensed establishments for non-compliance with IGB regulations. As enforcement efforts and incidents of discipline among licensees increase, fine amounts for noncompliance have also increased. While the IGB has licensed a significant number of new video gaming establishments in recent years, it has also experienced an increase in its application backlog. In addition, Illinois’ governor is empowered to appoint board members to the IGB and select its administrator for the IGB to ultimately approve. Not only do new appointments have the potential to change the composition of the IGB, they can impact current rules, regulations, policies and agendas of the IGB, which may result in increased enforcement measures or further delays in licensing new establishments. The IGB dictates the maximum bet, maximum win, and approves payout percentages for games played on VGTs which are required by regulation to exceed 80%. Generally, suppliers have designed VGTs to include between 6 and 49 games. Currently, payout percentages for VGTs across Illinois average approximately 92%, according to the Video Gaming Revenue Reports published by the IGB. Accel’s payouts range from 88% to 94%, with an average of 92%. Additionally, newly-passed Illinois legislation has increased the maximum number of VGTs that may be operated at a given licensed establishment from five to six, with certain qualifying truck stop licensed establishments allowed to operate up to ten VGTs. This newly-passed legislation has also increased the maximum wager that may be placed on a VGT from $2.00 to $4.00 and the maximum win from a single play from $500 to $1,199. All VGTs are monitored and controlled by the IGB through a central communications system. The IGB has recently established minimum standards that licensed establishment partner contracts must meet, including limiting the length of contracts entered into after February 2, 2018 to a maximum of eight years with no automatic renewals.

Accel has made substantial investments in regulatory training and compliance for its staff and licensed establishment partners. Accel has designed and implemented systems and controls that facilitate compliance with applicable regulatory requirements in Illinois and is working on implementing similar systems and controls for the anticipated start of live gaming in Pennsylvania.

As of May 15, 2019, Accel holds a conditional license as a Terminal Operator in Pennsylvania under the Pennsylvania Race Horse Development and Gaming Act, although Accel has not yet commenced any gaming operations in Pennsylvania. In November 2017, Pennsylvania’s Governor signed the Pennsylvania Gaming Act. The law authorized, among other forms of gaming, VGT gaming at qualified truck stops. Accel believes that Pennsylvania is a natural choice for its expansion outside of Illinois when compared to other states due to gaming industry similarities with Illinois, including similar regulatory requirements, similar VGT suppliers and truck stops as a type of licensed establishment partner in both jurisdictions. Accel believes the current total addressable market in Pennsylvania consists of approximately 105 truck stop establishments although municipalities are able to individually opt out from authorizing distributed gaming. These establishments consist of corporate truck stops and individual and corporate convenience stores that meet current regulatory requirements for VGT installation. As of November 8, 2019, 85 truck stops have applied for licensure with the PA Board. Of those 85 applicants, 27 have been issued a conditional license, which permits the grantee to operate until a final license is issued, 21 have been issued final licenses, eight have surrendered their conditional licenses, six have requested to withdraw their license applications and one has been denied. As of November 8, 2019, 15 terminal operators had applied for licensure with the PA Board. Of those 15, 14 have been either issued a conditional license, including Accel, or a final license, with one application still pending with the PA Board. Accel is in discussions with potential partners who have not yet applied for licensure.

In addition, Accel’s marketing and sales efforts are subject to the rules and regulations of the regulatory gaming bodies and municipal laws and regulations in the jurisdictions where it does business, including rules promulgated by the IGB, the PA Board and local municipalities in Illinois. These rules generally require sales agent registration, include prohibitions related to inducements and restrict certain advertising and promotional activities.

Accel may also enter states other than Pennsylvania that currently permit or may consider permitting VGTs. Indiana, Missouri and Mississippi have proposed legislation permitting VGTs or other forms of gaming in the past, and VGTs are currently legal in Louisiana, Montana, Nevada, Oregon, South Dakota and West Virginia. Other states, counties or municipalities facing tax revenue shortfalls or other fiscal pressure may adopt similar measures. Georgia’s coin-operated amusement machine market may offer another possible expansion market.

Accel’s Core Strengths

Accel believes that the following competitive strengths contribute to its industry leading position:

• Gaming-as-a-service platform . When compared with traditional gaming businesses such as casinos, Accel believes its platform benefits from the following advantages:

• a “business-to-business” model secured by long-term, exclusive customer contracts that are typically renewed, allowing for predictable, highly recurring revenue streams with low churn;

• operating a scalable business in fast-growing gaming segments that are primarily served by fragmented, sub-scale providers;

• data reporting solutions and analytics, offering insight and advice to help licensed establishment partners maximize revenues and ultimately grow their businesses;

• state-of-the-art technology-enabled slot machines from leading manufacturers who provide the most captivating titles in slots entertainment;

• comparatively low capital expenses and a comparatively asset-light operating model, in each case, when compared to casinos, which typically provide significantly higher capital intensive offerings such as hotel accommodations, restaurants and stage-based entertainment;

• highly localized footprint that provides more access to gaming and convenience for consumers, as compared to regional casinos that market to players who may live up to several hours away and are thus prone to disruption of their feeder markets; and

• strong marketing, legal, compliance, cash management, financial and technical support systems, all of which remain in-house to boost efficiency and enhance the ability to serve as a premier gaming-as-a-service provider.

• Strong relationships with licensed establishment partners. Accel has prioritized establishing strong, lasting relationships with its licensed establishment partners since its inception. Accel dedicates a relationship manager to each of its licensed establishment partners, who, with support from other personnel, oversees every aspect of customer relationship management and retention. Accel prides itself on providing prompt, reliable customer service and education, all of which helps to increase referral marketing by its partners. Accel’s relationship managers’ efforts to provide value-additive services to their licensed establishment partners result in consistent pre-renewals long before contracts expire and are a key element of its competitive differentiation.

• Proven track record in executing and integrating acquisitions. Accel continuously evaluates strategic acquisition opportunities. Accel has a successful track record of identifying, acquiring and integrating competitive operators at favorable terms. Since becoming a licensed terminal operator in 2012, Accel has acquired nine operator companies, adding more than 890 licensed establishments to its portfolio of 2,290 licensed establishment partners as of September 30, 2019. Accel believes that its industry reputation, scale, proven track record of driving revenue synergies, and public acquisition currency enhances its ability to acquire other operators or licensed establishments on favorable terms and makes Accel a preferred partner of choice.

• Diversified revenue base with limited churn. Accel believes that gaming regulations in Illinois facilitate a low revenue concentration per licensed establishment partner, and that its low-limit slots are more resilient to economic downturn as consumers typically continue to engage in locally convenient, lower cost forms of entertainment in such circumstances. Accel’s best-performing licensed establishments accounted for approximately $1.4 million, or less than 1% of gross revenue for the nine months ended September 30, 2019, its top 20 licensed establishments represented only 5% of gross revenue for the nine months ended September 30, 2019 and Accel’s licensed establishment partners each contributed an average of approximately $165,000 of gross revenue for the nine months ended September 30, 2019. Accel’s voluntary contract renewal rate was over 99% for the three years ended December 31, 2018. While Accel experiences minor business disruptions each year due to business failures or natural disasters affecting licensed establishment partners, many of these sites reopen in subsequent years under new owners, and Accel believes it is best-positioned to reengage with those establishments as new licensed establishment partners because of its reputation and leading market position. Accel’s VGTs are geographically diversified across the state of Illinois, limiting systemic risk due to local weather patterns or regional economic downturns. Accel’s plans to expand into other states may further help to diversify its portfolio

• Deep industry and vendor relationships. Accel’s leading market position has led to strong relationships within its industry and with equipment suppliers. Accel has successfully integrated multiple other operators, adding more than 890 licensed establishments to its portfolio of 2,290 licensed establishment partners as of September 30, 2019 and believes this successful roll-up strategy positions it well with potential additional local operators who could benefit from Accel’s gaming-as-a-service platform. In addition, Accel’s industry leadership permits it to seek and obtain favorable pricing and supply of key gaming machines. Due to its ability to procure machines and parts easily, Accel is able to rotate machines quickly in response to partner demand and to where they are most needed across its operating footprint. This results in longer, more effective usage and greater lifetimes for Accel’s machines.

• Management team. Accel’s management team has deep experience and industry knowledge, with an average of 12 years of gaming industry experience. Accel’s President, Chief Executive Officer and co-founder, Andy Rubenstein, has led the Company since its inception in 2009, and its general counsel, Derek Harmer, and chief financial officer, Brian Carroll, have been with Accel since 2012 and 2014, respectively. Accel believes that its industry-leading management team has a reputation for integrity and compelling customer service.

• Company culture and training. Accel believes that it is an employer of choice for talented candidates. Accel’s corporate culture is strong and Accel invests heavily in employees’ success, including devoting significant resources to training and other development programs. Currently, 14% of Accel’s employees have family members who also work for Accel, which is a testament to the strength of Accel’s culture. Accel also experiences relatively low levels of employee turnover.

Accel’s Growth Opportunities

Accel’s key growth strategies include its plans to:

• Maintain competitive advantage in Illinois and increase VGT segment share. Accel believes that there is substantial potential for further growth in Illinois. Accel has been successful in the past in signing competitors’ licensed establishments, and has identified approximately 800 such prospects for engagement after current contracts with other partners expire. In particular, Accel sees opportunities for expansion in key local markets, such as Springfield, Bloomington and Decatur, where its VGT segment share is below its share in other regions. Accel also strives to further optimize revenues for VGTs it currently operates through refined data analysis, marketing and other initiatives. Accel seeks to increase distribution possibilities through corporate partners who operate multiple licensed establishments such as chain stores. Accel believes that these corporate businesses tend to favor larger operators who have substantial compliance infrastructures in addition to leading service capabilities. While such licensed establishments have been “second movers” in choosing to adopt video gaming, partnering with reputable operators such as Accel could render deployment of VGTs more attractive. Accel’s leadership position also creates an opportunity for it to take advantage of recent legislative changes in Illinois such as an increased number of allowed VGTs per establishment, higher bet limits, higher win amounts, and larger jackpots. Additionally, Accel may realize the benefits of potential municipal ordinance changes that would permit its business to operate in new municipalities.

• Expand operations into Pennsylvania. In November 2017, Pennsylvania’s Governor signed the Pennsylvania Gaming Act. The law authorized, among other forms of gaming, VGT gaming at qualified truck stops. Accel estimates that the total potential VGT market in Pennsylvania is approximately 105 truck stops as of September 30, 2019, although municipalities are able to individually opt out from authorizing distributed gaming. Accel believes this market opportunity is attractive and has obtained a conditional terminal operator license from the PA Board. To qualify for gaming, a truck stop must meet requirements that are similar to those in Illinois. Accel has a binding agreement to install VGTs with a partner truck stop establishment in Pennsylvania that has received a conditional license from the PA Board. Accel is also in discussions with other potential partners who have not yet applied for licensure. Accel believes that Pennsylvania is a natural choice for its expansion outside of Illinois when compared to other states due to industry similarities with Illinois. See “— Accel’s Industry” for more information.

• Establish Player Rewards Program to further drive growth. As part of its gaming-as-a-service suite of offerings, Accel has considered offering a Player Rewards Program for players. The anticipated terms of the program will provide for players to accumulate points each time they use Accel’s products, and may provide points that can be redeemed for rewards. Accel believes this program will result in increased brand loyalty from licensed establishment partners by rewarding players for using Accel’s VGTs. This opt-in program is expected to allow data analysis with respect to each player, location and machine, which will in turn permit Accel to better assess performance and serve its partners. Although player rewards programs are not specifically prohibited in Illinois, applicable regulations have not been enacted, and the IGB has not approved any player rewards programs for any terminal operator. Accel has not applied to the IGB to establish any such program, but expects to apply in the event of applicable regulation changes.

• Expand operations to other states.

• Georgia. The operation of coin-operated amusement machines in Georgia has been regulated by the Georgia Lottery Corporation since April 2013. Games are skill-based with winnings paid in points that may be redeemed for noncash merchandise, prizes, toys, gift certificates, or novelties. The most common type of establishment licensees are convenience stores, although none of the larger chain stores currently participate. Licensed establishments are limited to a maximum of nine machines, unless a municipality specifically limits licensed establishments to a maximum of six machines. In addition, any local governing authority may vote to remove coin operated amusement machines from its jurisdiction upon 60 days’ advance notice. As of September 30, 2019, Accel has not submitted an application to purchase a license or otherwise apply for a license in the state, and Accel has no binding agreements or commitments to install VGTs or other equipment in Georgia.

• Other states. Although Accel does not expect any additional relevant gaming legislation to be passed in the remainder of 2019, various states and other jurisdictions have proposed legislation permitting VGTs or other forms of gaming in the past. These include Indiana, Missouri and Mississippi. Accel may also choose

to expand operations through strategic acquisitions or otherwise in other, more mature gaming jurisdictions where VGTs are currently legal, such as Louisiana, Montana, Nevada, Oregon, South Dakota and West Virginia. Accel may attempt to seek approval to operate in additional jurisdictions that authorize video gaming. Accel believes it would be a favored entrant into any such markets given its track record of success and compliance.

• Expand ancillary service offerings to licensed establishments. While distributing and servicing amusement devices such as jukeboxes, dartboards, pool tables, pinball machines and other ancillary equipment, such as redemption devices and stand-alone ATMs, is not the primary focus of its business, Accel believes that this service provides a key point for ongoing customer contact and enhances its image as a “one-stop shop” for entertainment devices. Accel has observed that licensed establishment partners appreciate these services and continue to rely on Accel to provide them. Providing these services can also serve as a point of initial contact with potential partners who may decide to avail themselves later of Accel’s primary gaming services. As a result, Accel intends to continue prioritizing the installation of these devices and equipment.

Business Model and Capabilities

Accel provides a full suite of services and capabilities to enhance its business. These include:

• Sales team that drives the initial acquisition of licensed establishment partners. Accel has a dedicated internal sales team that drives sourcing of new licensed establishment partners. Accel also uses external independent sales agents. When seeking to sign a new licensed establishment partner, Accel’s marketing team employs a data-driven sales process to identify and nurture leads using a variety of digital and traditional strategies to drive organic VGT partnerships and preference. Accel’s marketing team uses email, social media, blogs, search engine optimization, paid search and display advertising to create a robust pipeline of leads. Sales teams are incentivized based on a competitive commission-based structure, which has driven performance. Accel believes that it can continue to attract talented sales employees.

• Dedicated on-boarding process that works with new licensed establishments to provide quick access to VGTs and other equipment. Accel engages with licensed establishment partners through every step of the VGT installation process. This process begins with providing assistance with preparation and submission of a license application to the applicable gaming regulatory board, and educating each customer on legal and regulatory topics to minimize compliance issues. Accel assists in the design and construction of gaming areas in licensed establishments, including advising with respect to Illinois Video Gaming Act requirements that restrict access to persons under 21 years of age. Accel then delivers VGTs to the licensed establishment partner after receipt of the proper state and municipal licenses, which typically takes between two and six months from submission to receipt of approval to operate VGTs.

• Relationship management team that offers value to licensed establishment partners. Each of Accel’s licensed establishment partners has a dedicated relationship manager who works with the licensed establishment partner in maximizing revenue, based upon the licensed establishment’s unique characteristics. Services provided include compliance support to assist the licensed establishment partner with understanding gaming regulations, optimizing services that analyze video gaming data against established benchmarks to assess and improve performance, offering marketing advice ranging from traditional advertising and signage to social media advice, providing industry tracking and reporting measured against Accel’s industry data, and delivering ongoing training for licensed establishment partner staff.

• Digital and data analytics team that helps licensed establishment partners capture gaming revenue. Accel’s digital and data analytics team studies the VGT market and licensed establishment partner performance to provide insight and advice to maximize gaming revenue. The team actively monitors machine optimization, service analytics, video game popularity analytics, marketing and player behavior to identify new opportunities and provide insights to maximize gaming revenues. Typical suggestions might involve adding new games, switching machines, adding machines or changing machine location within a licensed establishment. The digital and data analytics team also seeks to improve the quality of customer service and satisfaction by monitoring service calls to identify trends and solutions with the goal of optimizing response time to decrease periods of machine inoperability.

• Dedicated legal and compliance function that assists licensed establishment partners to remain in regulatory compliance. Accel’s legal and compliance team provides support and resources related to licensed establishment regulatory compliance, which includes sending compliance reminders and industry updates to licensed establishment partners on a regular basis. It does not dispense legal advice to licensed establishment partners but may recommend that licensed establishment partners obtain legal counsel in certain instances. In addition, the legal and compliance team participates in lobbying measures, which includes working with gaming regulators and trade associations to encourage legislation and regulation which may be favorable to the distributed gaming industry. Accel also regularly works with regulators in other states as they explore the legalization of VGTs.

• Strong relationships with equipment manufacturers to provide top-flight machines and software that help attract players. Accel partners and has entered into purchase agreements with many industry-leading manufacturers of VGTs. Accel benefits from favorable pricing and other terms with respect to its supplier partners. Accel believes that by providing world-class premium equipment, it can assist licensed establishment partners in securing competitive advantages. By using high-quality equipment, Accel aims to limit downtime and help maximize revenue and player retention.

• Cash collection and analytics. Accel offers cash collection and analytics services at multiple strategic locations across Illinois to help ensure secure, fast and accurate collection of revenue for licensed establishment partners. Additionally, Accel’s data team provides information to its treasury department enabling it to deliver efficient, secure, and optimized collection services. These cash collection locations function as a key point of customer contact, and Accel believes that this service differentiates it from most of its competitors.

• Marketing services that aid in player awareness and gameplay. In addition to its B2B focus, Accel’s marketing team uses a variety of player marketing strategies to drive player preference, loyalty, and increase play at Accel locations. Player marketing initiatives include a dedicated player website, AEPlayer.com, a statewide player sweepstakes including a tablet based in-location entry option as well as a mobile app, player email and text messaging communications, indoor and outdoor signage, cooperative location advertising and other media to increase awareness and encourage gameplay. Accel believes that these initiatives increase Accel’s branding at each location. Accel believes that it has the most extensive and accomplished marketing team in the Illinois VGT segment.

• Best-in-class technicians who assist licensed establishment partners in the event of any mechanical or software issues with the devices Accel provides. Accel leverages technology and data-driven algorithms to enable a 24/7 call center to direct service technicians all across Illinois. These technicians serve to prevent and solve technical issues with VGTs at licensed establishment partners in a timely manner. Accel’s service tracking process begins when a licensed establishment partner identifies an issue at their licensed establishment and contacts the service center. As of September 30, 2019, more than 17% of service issues are resolved by the call center directly without the need to dispatch any technician. In the event a technician is required, 92% of customer service issues are addressed on a first-time technician dispatch, with an average response time of 50 to 60 minutes. Replacement parts for VGTs, if required, are sourced from Accel’s offices and warehouses located across the state. Accel uses system analytics across its gaming-as-a-service platform to keep track of parts used and, if necessary, order new parts for delivery to various warehouses. A similar system is being designed for anticipated live gaming operations in Pennsylvania.

• Sports betting. Accel believes it is well positioned to participate in the fast-growing sports betting segment that has recently been legalized in Illinois. While Accel expects to remain focused on video gaming in the near future and has not applied to the IGB or otherwise to engage in these activities, it may consider doing so in the future.

Licensed Establishments and VGTs

As of September 30, 2019, Accel operates 10,346 VGTs in 2,290 licensed establishments. Licensed establishments typically include bars, restaurants, gaming cafes, truck stops, fraternal organizations, veterans’ organizations, and other retail establishments.

Accel enters into long-term exclusive location and VGT use agreements with its licensed establishment partners, or master exclusive VGT use agreements with licensed establishment partners who have several licensed establishments. Under those agreements, Accel has the exclusive right to place VGTs and redemption devices in such licensed establishments. Once proper licenses are received, Accel experiences minimal delay in delivering VGTs to licensed establishment partners. As of September 30, 2019, the average remaining term on Accel’s agreements is 7.0 years. Excluding the acquisition of Grand River Jackpot on September 16, 2019, Accel’s exclusive contracts with its licensed establishment partners have remaining terms averaging approximately 7.4 years. In addition, Accel’s voluntary contract renewal rate for the three-year period ended

December 31, 2018 was over 99%. Services addressed by these agreements typically include providing hardware and related software, accounting and reporting functions as required by the Illinois Video Gaming Act and/or Pennsylvania Gaming Act, and placement of devices such as stand-alone ATMs and redemption devices.

Under IGB regulations, tax and administrative fees in Illinois are required to be split evenly between VGT operators and licensed establishments. Accordingly, Accel shares the responsibility with its licensed establishment partners of the payment of a 33% tax on gross gaming revenue, with such tax to increase to 34% beginning on July 1, 2020. In accordance with IGB regulations, Accel further splits evenly with its customers a 0.8513% administrative fee payable to Scientific Games International, the company that maintains the central communications system to which all VGTs across Illinois are connected. The remainder of gross gaming revenue, which is defined as money inserted into a VGT after subtracting credits paid to a player, is split evenly between Accel and its licensed establishment partners in accordance with Illinois state law. Accel typically remits the amount to licensed establishment partners on a weekly basis. Accel’s agreements with licensed establishment partners are typically not subject to termination rights by licensed establishment partners in the event of a sale or relocation of the licensed establishments during the term of the agreements, though termination may occur upon closure of the business or if the licensed establishment partner chooses to terminate at the end of a term.

In addition, Accel has a very limited number of revenue-share agreements with other licensed terminal operators in Illinois, which provide splitting gross gaming revenue. For the nine months ended September 30, 2019, revenue shared with other terminal operators accounted for less than 1% of gross revenue.

Suppliers

Accel offers licensed establishment partners cutting-edge software and multi-game VGTs from leading manufacturers such as Scientific Games International, WMS (owned by Scientific Games International), IGT, Bally (owned by Scientific Games International) and Novomatic. Under agreements with these manufacturers, Accel is able to provide 19 different types of VGT models and 197 different games to licensed establishment partners. Accel believes its efforts to procure VGTs from various sources better enables it to meet the needs of licensed establishment partners and players.

Accel purchases VGTs in upright and slant varieties. Games include different varieties of slots, poker, and keno games. Accel routinely meets with existing and potential manufacturers in the market to discuss performance, service trends, and feedback from licensed establishment partners and players. Accel purchases VGTs from certain suppliers under master purchase agreements and purchase orders. Under these master purchase agreements with certain suppliers, pricing is determined by purchased commitments made for delivery over defined periods. Accel generally pays its suppliers within 90 days after the date of invoice.

Accel also purchases redemption devices, amusement devices and stand-alone ATMs from reputable suppliers such as NRT, Touch Tunes, Arachnid, and Diamond.

Competition

Accel competes on the basis of the responsiveness of its services, and the popularity, content, features, quality, functionality, accuracy and reliability of its products. Accel generally does not consider pricing to be a factor in its VGT business as all revenue splits are mandated by the IGB and by law. Accel believes most establishments focus on player appeal, customer service and reputation when making their decisions to collaborate with terminal operators. In Illinois, Accel currently competes with 53 terminal operators that operate in 4,837 gaming establishments as of September 30, 2019. The top five terminal operators with which Accel principally competes are J&J Ventures Gaming, LLC, Gold Rush Amusements, Inc., Illinois Gaming Investors LLC, Gaming & Entertainment Management-Illinois LLC, and Illinois Gaming Systems, LLC. Together with Accel, they operate in more than 70% of all licensed establishments in Illinois, and the top 10 terminal operators in Illinois operate in approximately 85% of all licensed establishments. Accel currently operates VGTs and/or amusement devices in 31% of all establishments licensed to operate VGTs in Illinois.

Accel faces particularly robust competition from other forms of gaming. The distributed gaming industry is characterized by an increasingly high degree of competition among a large number of participants on both a local and national level, including casinos, internet gaming, sports betting, sweepstakes and poker machines not located in casinos, horse racetracks, including those featuring slot machines and/or table games, fantasy sports, real money iGaming, and other forms of gaming. In addition, Internet-based lotteries, sweepstakes, and fantasy sports, and internet-based or mobile-based gaming platforms, which allow their customers to wager on a wide variety of sporting events and/or play casino games from home or in non-casino settings and could divert players from using Accel’s products in its licensed establishments. Even internet wagering services that may be illegal under federal and state law but operate from overseas locations, may nevertheless sometimes be accessible to domestic gamblers and divert players from visiting licensed establishment partners to play on Accel’s VGTs.

The availability other forms of gaming could increase substantially in the future. Voters and state legislatures may seek to supplement traditional sources of tax revenue by authorizing or expanding gaming. For example, on June 2, 2019, the Illinois legislature passed a significant gaming expansion bill authorizing the addition of more casinos to the state, including a casino in Chicago, permitting slot and table games at three horse racetracks, adding slot machines to two Illinois airports, and sports betting at a variety of approved establishments throughout the state. In addition, jurisdictions are considering or have already recently legalized, implemented and expanded gaming, and there are proposals across the country that would legalize internet poker and other varieties of internet gaming in a number of states and at the federal level. Pennsylvania enacted legislation allowing regulated online poker and casino-style games within the commonwealth and legalizing sports betting in casinos. Established gaming jurisdictions could also award additional gaming licenses or permit the expansion or relocation of existing gaming operations, including VGTs. While Accel believes it is well positioned to take advantage of certain of these opportunities, expansion of gaming in other jurisdictions, both legal and illegal, could further compete with its VGTs.

In addition to competition from other forms of gaming and entertainment and the expansion thereof, Accel’s business faces significant competition from suppliers and other terminal operators, stand-alone ATMs, jukeboxes, dartboards, pool tables, pinball machines and related entertainment machines. Accel’s operations also face competition from many forms of leisure and entertainment activities, including shopping, athletic events, television and movies, concerts, and travel.

Intellectual property

Accel owns or has rights to use the trademarks, service marks or trade names that it uses or will use in conjunction with the operation of its business. In the highly competitive gaming industry, trademarks, service marks, trade names and logos are important to the success of its business.

As of September 30, 2019, Accel owned five registered trademarks and 90 registered domain names. Accel also relies on software or technologies that it licenses from third parties. These licenses may not continue to be available to Accel on commercially reasonable terms in the future and as a result, Accel may be required to obtain substitute software or technologies.

Seasonality

Accel’s results of operations can fluctuate due to seasonal trends and other factors. For example, the gross revenue per machine per day is typically lower in the summer when players will typically spend less time indoors at licensed establishment partners, and higher in cold weather between February and April, when players will typically spend more time indoors at licensed establishment partners. Holiday and vacation seasons may also cause Accel’s results to fluctuate.

Corporate Information

Accel was formed as a corporation under Illinois law on December 8, 2010. It is the sole owner of the IL Operating Subsidiary, and Accel Entertainment Gaming (PA), LLC, a Pennsylvania limited liability company formed in 2018 for the purposes of providing video gaming services in Pennsylvania. Accel’s principal facility and headquarters office building are located at 140 Tower Drive, Burr Ridge, Illinois 60527 and its telephone number is (630) 972-2235. Accel’s website address is https://www.accelentertainment.com/. The information contained on, or that can be accessed through, Accel’s website is not incorporated by reference into, and is not a part of, this filing.

Employees

As of September 30, 2019, Accel employed 690 people in Illinois. None of Accel’s employees are represented by a labor union or covered by a collective bargaining agreement. Accel believes its current staffing levels to be adequate for its needs and operations, and that relations with employees are generally good.

Facilities

Accel owns its principal facility and headquarters office building which encompasses approximately 58,000 square feet. This building houses services, support, and sales functions for the Chicagoland region. It also houses the executive management team, as well as several other business units and shared services such as compliance, human resources,

information technology, security, fleet, finance/accounting, data digital, sales, service, amusements, and marketing and service units. The facility supports Accel’s 24/7 Service Solutions Call Center, as well as onsite route management and collection processing. This facility also contains Accel’s largest warehouse, from which equipment installations, preparation, programming, and repairs occur, as well as VGT quality assurance processes and general storage. In this facility there is an IGB-approved secured storage site for sensitive video gaming equipment and materials. Accel believes its facilities are adequate and suitable for its current needs.

Accel also leases and operates an additional eleven satellite offices and warehouses located throughout Illinois. Accel believes its facilities are adequate and suitable for its current needs.

Legal Proceedings

Accel has been involved in a series of related litigated matters stemming from claims that Accel wrongly contracted with 10 different licensed establishments (the “Defendant Establishments”) in 2012 in violation of the contractual rights held by J&J Ventures Gaming, LLC (“J&J”), as further described below. In addition, Accel has been named as a defendant in a lawsuit filed by a competitor regarding a current employee.

Action Gaming LLC et. al. v. Action Amusement Co., LLC, et al.

On August 21, 2012, one of Accel’s operating subsidiaries entered into certain agreements with Jason Rowell (“Rowell”), a member of Action Gaming LLC (“Action Gaming”), which was an unlicensed terminal operator that had exclusive rights to place and operate VGTs within a number of establishments, including the Defendant Establishments. Under agreements with Rowell, Accel agreed to pay him for each licensed establishment which decided to enter into exclusive location agreements with Accel. In late August and early September 2012, each of the Defendant Establishments signed separate location agreements with Accel, purporting to grant it the exclusive right to operate VGTs in those establishments. Separately, on August 24, 2012, Action Gaming sold and assigned its rights to all its location agreements to J&J, including its exclusive rights with the Defendant Establishments (the “J&J Assigned Agreements”). At the time of the assignment of such rights to J&J, the Defendant Establishments were not yet licensed by the IGB.

Action Gaming, J&J, and other parties, collectively, the Plaintiffs, filed a complaint against Accel, Rowell, and other parties in the Circuit Court of Cook County (the “Circuit Court”), on August 31, 2012, as amended on November 1, 2012, December 19, 2012, and October 3, 2013, alleging, among other things, that Accel aided and abetted Rowell in breaches of his fiduciary duties and contractual obligations with Action Gaming and tortiously interfered with Action Gaming’s contracts with Rowell and agreements assigned to J&J. The complaint seeks damages and injunctive and equitable relief. On January 24, 2018, Accel filed a motion to dismiss for lack of subject matter jurisdiction, as further described below. On May 14, 2018, the Circuit Court denied Accel’s motion to dismiss and granted a stay to the case, pending a ruling from the IGB on the validity of the J&J Assigned Agreements.

Petitions with the Illinois Gaming Board

From 2013 to 2015, the Plaintiffs filed additional claims, including J&J Ventures Gaming, LLC et al. v. Wild, Inc. (“Wild”), in various circuit courts seeking declaratory judgements with a number of establishments, including each of the Defendant Establishments, requesting declarations that, among other things, J&J held the exclusive right to operate VGTs at each of the Defendant Establishments as a result of the J&J Assigned Agreements. Accel was granted leave to intervene in all of the declaratory judgements. The circuit courts found that the J&J Assigned Agreements were valid because each of the underlying location agreements were between an unlicensed establishment and an unlicensed terminal operator, and therefore did not constitute use agreements that were otherwise precluded from assignment under the IGB’s regulations. Upon Accel’s appeal, the Illinois Appellate Court, Fifth District (the “District Court”), vacated the circuit courts’ judgements and dismissed the appeals, holding that the IGB had exclusive jurisdiction over the matter that formed the basis of the parties’ claims, and declined to consider the merits of the parties’ disputes. On September 22, 2016, and after the IGB intervened, the Supreme Court of Illinois issued a judgment in Wild, affirming the District Court’s decision vacating the circuit courts’ judgments for lack of subject matter jurisdiction and dismissing the appeals, determining that the IGB has exclusive jurisdiction to decide the validity and enforceability of VGT use agreements.

Between May 2017 and September 2017, both Accel and J&J filed petitions with the IGB seeking adjudication of the rights of the parties and the validity of the use agreements. Those petitions have been fully briefed and remain pending. There is no indication as to when the IGB will rule on the petitions. Accel does not have a present estimate regarding the potential damages, if any, that could potentially be awarded in this litigation and, accordingly, have established no reserves relating to such matters. There are also petitions pending with the IGB which could lead to Accel obtaining new locations.

Illinois Gaming Investors, LLC v. Accel, et.al.

This pending lawsuit in the Circuit Court of Cook County was filed by a competitor. The lawsuit alleges that a current employee of Accel violated his non-competition agreement, and together with Accel, wrongfully solicited prohibited licensed establishments. The complaint on its face seeks damages of $10 million. Accel has moved to dismiss a portion of the complaint and has not yet filed a responsive pleading to the remainder. Accel does not have a present estimate regarding the potential damages, if any, that could potentially be awarded in this litigation and, accordingly, have established no reserves relating to such matters. In addition to this series of related litigation, Accel is, from time-to-time, subject to litigation in the ordinary course of business, including claims regarding employee matters and claims relating to contracts, services, and strategic investments. Accel may incur significant expense defending or settling any such litigation. Additionally, adverse judgments against Accel could result in monetary damages or injunctive relief that could adversely affect its ability to conduct business. There is no guaranty that any litigation will be resolved in Accel’s favor. At this time, Accel does not believe that any such litigation would have a material impact on its business, results, financial condition or prospects.

Accel v Jason Rowell, et.al.

Accel filed a lawsuit on October 7, 2019 in the Circuit Court of Cook County against Jason Rowell and other parties related to Mr. Rowell’s breaches of his non-compete agreement with Accel. Accel alleged that Mr. Rowell and a competitor were working together to interfere with Accel’s customer relationships. That lawsuit, which seeks equitable relief and legal damages, has not yet been served. On November 7, 2019, Mr. Rowell filed a lawsuit in the Circuit Court of Cook County against Accel alleging that he had not received certain equity interests in Accel to which he was allegedly entitled under his agreement. Although Accel has not yet been served with this lawsuit, Accel intends to defend itself against the allegations. Accel does not have a present estimate regarding the potential damages, nor does it believe any payment of damages is probable, and, accordingly, has established no reserves relating to these matters.

Risk Factors

The risk factors related to the Company’s business and operations are described under “Risk Factors” on page 61 of the Proxy Statement/Prospectus, which is incorporated by reference herein.

Selected Consolidated Historical Financial and Other Information

The consolidated statements of income data and consolidated statements of cash flows data for the years ended December 31, 2018, 2017 and 2016 and the consolidated balance sheet data as of December 31, 2018 and 2017 are derived from Accel’s audited consolidated financial statements set forth in the Proxy Statement/Prospectus. The consolidated statements of income data and consolidated statements of cash flows data for the nine months ended September 30, 2019 and 2018 and the consolidated balance sheet data as of September 30, 2019 are derived from Accel’s unaudited consolidated financial statements set forth as Exhibit 99.1 hereto. The unaudited consolidated financial statements and data have been prepared on the same basis as Accel’s audited consolidated financial statements and, in the opinion of Accel, reflect all adjustments, necessary for a fair presentation of this data. Historical results are not necessarily indicative of the results to be expected in the future. In addition, Accel presents below certain statistical data and comparative information commonly used in the gaming industry to monitor performance. Management uses this information for financial planning, strategic planning and employee compensation decisions.

The following selected financial data should be read in conjunction with the section entitled the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk” included herein, the section entitled “Accel’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 248 of the Proxy Statement/Prospectus and Accel’s consolidated financial statements and notes thereto set forth as Exhibit 99.1 hereto.

Consolidated Statement of Income and Cash Flows Data

	As of and for the Nine Months Ended September 30,						Year Ended December 31,
	2019			2018			2018			2017			2016
							(As Restated)			(As Restated)			(As Restated)
Consolidated Statements of Income Data:
Total net revenues	$	302,985,907		$	241,078,067		$	331,992,692		$	248,434,919		$	173,329,965
Operating income		18,992,593			18,538,741			24,868,526			18,170,065			13,777,943
Income before income tax expense		9,475,000			12,106,711			15,225,079			10,064,502			8,391,568
Net income		6,724,504			8,953,001			10,802,664			8,310,721			4,905,080
Consolidated Statements of Cash Flows Data:
Net cash provided by operating activities	$	45,651,669		$	35,692,698		$	44,342,987		$	33,097,094		$	24,774,159
Net cash used in investing activities		(126,258,915	)		(28,200,965	)		(73,546,424	)		(70,869,094	)		(51,533,913	)
Net cash provided by financing activities		99,599,490			4,894,336			46,121,721			59,080,982			49,314,673
Other Financial Data:
Adjusted EBITDA(1)	$	58,798,570		$	46,630,920		$	63,815,190		$	46,865,950		$	33,290,098
Adjusted Net Income(2)	$	21,393,308		$	18,215,641		$	23,136,805		$	17,310,365		$	8,950,485
Key Metrics:
Licensed establishments(3)		2,290			1,551			1,686			1,442			1,162
Video gaming terminals(4)		10,346			7,002			7,649			6,439			4,947
Average remaining contract term (years)(5)		7.0			7.9			7.6			8.3			7.1
Hold-per-day (6) (in whole dollars)	$	133		$	128		$	125		$	115		$	105

(1) Adjusted EBITDA is defined as net income plus amortization of route and customer acquisition costs and location contracts acquired; stock-based compensation expense; other expenses (income); tax effect of adjustments; depreciation and amortization of property and equipment; interest expense; and provision for income taxes. For additional information on Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA, see “ —Non-GAAP Financial Measures—Adjusted EBITDA and Adjusted Net Income.”

(2) Adjusted Net Income is defined as net income plus amortization of route and customer acquisition costs and location contracts acquired; stock-based compensation expense; other expenses (income); and tax effect of adjustments. For additional information on Adjusted Net Income and a reconciliation of net income to Adjusted Net Income, see “ —Non-GAAP Financial Measures— Adjusted EBITDA and Adjusted Net Income.”

(3) Based on Scientific Games International third-party terminal operator portal data which is updated at the end of each gaming day and includes licensed establishments that may be temporarily closed but still connected to the central system. This metric is utilized by Accel to continually monitor growth from existing locations, organic openings, acquired locations, and competitor conversions.

(4) Based on Scientific Games International third-party terminal operator portal data which is updated at the end of each gaming day and includes VGTs that may be temporarily shut off but still connected to the central system. This metric is utilized by Accel to continually monitor growth from existing locations, organic openings, acquired locations, and competitor conversions.

(5) Calculated by determining the average expiration date of all outstanding contracts, and then subtracting the applicable measurement date.

(6) Calculated by dividing the difference between cash deposited in all VGTs and tickets issued to players by the average number of VGTs in operation during the period being measured, and then further dividing such quotient by the number of days in such period.

Consolidated Balance Sheet Data

	As of September 30,		As of December 31,
	2019		2018		2017
			(As Restated)		(As Restated)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	111,221,637	$	92,229,393	$	75,311,109
Total current assets		133,161,998		102,010,712		83,165,649
Property and equipment, net		114,494,974		92,442,348		81,279,833
Total assets		469,744,768		335,174,215		263,374,226
Total current liabilities		109,898,159		85,882,584		82,957,539
Total long-term liabilities		289,533,429		192,174,139		135,881,823
Stockholders’ equity		70,313,180		57,117,492		44,534,864

Unaudited Pro Forma Condensed Combined Financial Information

The information set forth in Exhibit 99.3 to this Current Report on Form 8-K, which includes the unaudited pro forma condensed combined financial information of Accel is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk

A discussion regarding certain annual and quarterly financial information regarding New Pace set forth in the section entitled “Accel’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 248 of the Proxy Statement/Prospectus is incorporated herein by reference. To the extent of any inconsistency between the discussion below and that incorporated by reference, the discussion below shall be deemed to supersede, and if applicable replace, such incorporated information.

The following discussion and analysis of Accel Entertainment, Inc.’s financial condition and results of operations should be read in conjunction with Accel’s consolidated financial statements and unaudited consolidated financial statements, and their related notes incorporated by reference or included in this filing. Accel’s future results could differ materially from the historical results discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors — Risks Relating to Pace’s Business Following the Business Combination” incorporated by reference in this filing.

Company Overview

Accel is a leading distributed gaming operator in the United States on an Adjusted EBITDA basis, and a preferred partner for local business owners in the Illinois market. Accel’s business consists of the installation, maintenance and operation of video gaming terminals (“VGTs”), redemption devices that disburse winnings and contain ATM functionality, and other amusement devices in authorized non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores, truck stops, and grocery stores, which are referred to collectively as “licensed establishments.” Accel also operates a small number of stand-alone ATMs in gaming and non-gaming locations. Accel has been licensed by the Illinois Gaming Board since 2012 and holds a conditional license from the PA Board. As of September 30, 2019, Accel’s VGT operations comprised 10,346 VGTs in 2,290 licensed establishments.

Components of Performance

Revenues

Net video gaming

Net video gaming revenue represents net cash received from gaming activities, which is the difference between gaming wins and losses. Net video gaming revenue includes the amounts earned by the licensed establishments and is recognized at the time of gaming play.

Amusement

Amusement revenue represents amounts collected from amusement devices operated at various licensed establishments and is recognized at the point the amusement device is used.

ATM fees and other revenue

ATM fees and other revenue represents fees charged for the withdrawal of funds from Accel’s redemption devices and stand-alone ATMs and is recognized at the time of the ATM transaction.

Operating Expenses

Video gaming expenses

Gaming expenses consist of (i) a 33% tax on net video gaming revenue (30% prior to July 1, 2019) that is payable to the IGB, (ii) an administrative fee (0.8513% currently, 0.7275% prior to July 23, 2018) payable to Scientific Games International, the third-party contracted by IGB to maintain the central system to which all VGTs across Illinois are connected and (iii) establishment revenue share, which is defined as 50% of gross gaming revenue after subtracting the tax and administrative fee.

General and administrative

General and administrative expenses consist of operating expense and general and administrative (“G&A”) expense. Operating expense includes payroll and related expense for service technicians, route technicians, route security, and preventative maintenance personnel. Operating expense also includes vehicle fuel and maintenance, ATM and amusement commissions and fees, and non-capitalizable parts expenses. Operating expenses are generally proportionate to the number of licensed establishments and VGTs. G&A expense includes payroll and related expense for account managers, business development managers, marketing, and other corporate personnel. In addition, G&A includes marketing, information technology, insurance, rent and ordinary course professional fees.

Depreciation and amortization of property and equipment

Depreciation is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are amortized over the shorter of the useful life or the lease. Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project during the periods in which activities necessary to prepare the property for its intended use are in progress. Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets.

Amortization of route and customer acquisition costs and location contracts acquired

Route and customer acquisition costs consist of fees paid at the inception of contracts entered into with third parties and licensed video gaming establishments throughout the State of Illinois which allow Accel to install and operate video gaming terminals. The route and customer acquisition costs and route and customer acquisition costs payable are recorded at the net present value of the future payments using a discount rate equal to Accel’s incremental borrowing rate associated with its long-term debt. Route and customer acquisition costs are amortized on a straight-line basis beginning on the date the location goes live and amortized over the estimated life of the contract.

Location contracts acquired in a business combination are recorded at fair value, which is based on cash flows to be generated from location contracts acquired through business combinations. Location contracts acquired are amortized on a straight-line basis over the expected useful life of 10 years.

Interest expense

Interest expense consists of interest on Accel’s credit facility, amortization of financing fees, and accretion of interest on route and customer acquisitions. Interest on the credit facility is payable monthly on unpaid balances at the variable per annum LIBOR rate plus an applicable margin, as defined under the terms of the credit facility, ranging from 1.70% to 2.50% depending on the ratio of total net debt to EBITDA. Additionally, Accel imputes interest on its third-party partner operations liabilities at a rate of 5% for 2018 and the nine months ended September 30, 2019.

Income tax expense

Income tax expense consists mainly of taxes payable to national, state and local authorities. Deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Accel evaluates whether any uncertain tax positions exist at each balance sheet date.

Results of Operations

Nine months Ended September 30, 2019 and 2018

The following table summarizes Accel’s results of operations on a consolidated basis for the nine months ended September 30, 2019 and 2018:

	Nine Months Ended September 30,				Increase / Decrease
	2019		2018		Change			Change %
Revenues:
Net video gaming	$	293,239,939	$	233,644,259	$	59,595,680			25.5	%
Amusement		4,087,728		2,998,164		1,089,564			36.3	%
ATM fees and other revenue		5,658,240		4,435,644		1,222,596			27.6	%
Total revenues		302,985,907		241,078,067		61,907,840			25.7	%
Operating expenses:
Video gaming expenses		193,410,165		152,792,495		40,617,670			26.6	%
General and administrative		51,160,437		42,068,510		9,091,927			21.6	%
Depreciation and amortization of property and equipment		18,664,848		15,192,723		3,472,125			22.9	%
Amortization of route and customer acquisition costs and location contracts acquired		13,211,498		10,544,357		2,667,141			25.3	%
Other expense		7,546,366		1,941,241		5,605,125			288.7	%
Total operating expenses		283,993,314		222,539,326		61,453,988			27.6	%
Operating income		18,992,593		18,538,741		453,852			2.4	%
Interest expense		9,517,593		6,432,030		3,085,563			48.0	%
Income before income tax expense		9,475,000		12,106,711		(2,631,711	)		-21.7	%
Income tax expense		2,750,496		3,153,710		(403,214	)		-12.8	%
Net income	$	6,724,504	$	8,953,001	$	(2,228,497	)		-24.9	%

Revenues

Total revenues for the nine months ended September 30, 2019 was $303.0 million, an increase of $61.9 million, or 25.7%, compared to the nine months ended September 30, 2018. This growth was driven by an increase in net video gaming revenue of $59.6 million, or 25.5%, an increase in amusement revenue of $1.1 million, or 36.3% and an increase in ATM fees and other revenue of $1.2 million, or 27.6%. The increase in revenues is partially attributable to the acquisitions of Skyhigh Gaming on August 1, 2018, Quad B on September 1, 2018, G3 Gaming on October 16, 2018, Mike’s Amusements on October 16, 2018, Family Amusements on October 31, 2018 (collectively, the “2018 Acquisitions”), and Grand River Jackpot on September 16, 2019, which collectively contributed $23.9 million in net video gaming revenue to the above comparative increase. Excluding all acquisitions, net video gaming revenue during such period increased by $36.2 million, or 21.6%, compared to the prior period, largely due to an increase in the number of licensed establishments and VGTs.

Video gaming expenses

Total video gaming expenses for the nine months ended September 30, 2019 were $193.4 million, an increase of $40.6 million, or 26.6%, compared to the nine months ended September 30, 2018. The components of video gaming expenses as a percentage of revenue increased due to the increase in the gaming tax from 30% to 33% on July 1, 2019. As a result, gaming expenses as a percentage of revenue was 63.8% for the nine months ended September 30, 2019 as compared to 63.4% for the nine months ended September 30, 2018. The increase of $40.6 million is the result of an increase in net video gaming revenue and corollary increase in gaming tax at a higher tax rate, as well as establishment revenue share costs and required payments to the IGB’s third-party system administrator.

General and administrative

Total general and administrative expenses for the nine months ended September 30, 2019 were $51.2 million, an increase of $9.1 million, or 21.6%, compared to the nine months ended September 30, 2018. The increase was attributable to a $6.3 million increase in payroll and employee related expenses resulting from increases in employee headcount to support new licensed establishments and VGTs, as well as other costs that increase variably based on the number of licensed establishments and VGTs.

Depreciation and amortization of property and equipment

Depreciation and amortization of property and equipment for the nine months ended September 30, 2019 was $18.7 million, an increase of $3.5 million, or 22.9%, compared to the nine months ended September 30, 2018. The increase in depreciation and amortization is the result of increased number of licensed establishments and VGTs. Depreciation and amortization as a percentage of revenue was 6.2% for the nine months ended September 30, 2019 compared to 6.3% for the comparable prior year period.

Amortization of route and customer acquisition costs and location contracts acquired

Amortization of route and customer acquisition costs and location contracts acquired for the nine months ended September 30, 2019 was $13.2 million, an increase of $2.7 million, or 25.3%, compared to the nine months ended September 30, 2018. The increase is primarily attributable to the 2018 Acquisitions. Amortization of route and customer acquisition costs and location contracts acquired as a percentage of revenue remained consistent at 4.4% between the nine months ended September 30, 2019 and nine months ended September 30, 2018.

Other expenses (income)

Other expenses for the nine months ended September 30, 2019 were $7.5 million, an increase of $5.6 million, compared to the nine months ended September 30, 2018. The increase was largely attributed to one-time expenses for the Business Combination.

Interest expense

Interest expense for the nine months ended September 30, 2019 was $9.5 million, an increase of $3.1 million, or 48.0%, compared to nine months ended September 30, 2018 primarily due to a $143.0 million increase in Accel’s senior secured debt related to the acquisitions of G3 Gaming on October 16, 2018, Mike’s Amusements on October 16, 2018, Family Amusements on October 31, 2018, and Grand River Jackpot on September 16, 2019. As discussed under “Liquidity and Capital Resources—Cash and cash equivalents”, Accel’s total loan facility capacity increased by $80 million during the third quarter of 2019, with $170.0 million drawn under the contract draw loan, $56.0 million borrowed under the revolving credit facility and $106.3 million drawn under the term loan as of September 30, 2019. For the nine months ended September 30, 2019, the weighted average interest rate was approximately 4.6%.

Income tax expense

Income tax expense for the nine months ended September 30, 2019 was $2.8 million, a decrease of $0.4 million, or -12.8%, compared to nine months ended September 30, 2018. Income tax expense decreased in comparable proportion to a decrease in income before income tax expense.

Key Business Metrics

Accel uses a variety of statistical data and comparative information commonly used in the gaming industry to monitor the performance of the business, none of which are prepared in accordance with GAAP, and therefore should not be viewed as indicators of operational performance. Accel’s management uses this information for financial planning, strategic planning and employee compensation decisions. The key indicators include:

• Number of licensed establishments

• Number of VGTs

• Average remaining contract term (years)

• Hold-per-day

Number of licensed establishments

The number of licensed establishments is calculated based on data provided by Scientific Games, a contractor of the IGB. Terminal operator portal data is updated at the end of each gaming day and includes licensed establishments that may be temporarily closed but still connected to the central system. Accel utilizes this metric to continually monitor growth from organic openings, purchased licensed establishments, and competitor conversions. Competitor conversions occur when a licensed establishment chooses to change terminal operators.

Number of video game terminals (VGTs)

The number of VGTs in operation is based on Scientific Games terminal operator portal data which is updated at the end of each gaming day and includes VGTs that may be temporarily shut off but still connected to the central system. Accel utilizes this metric to continually monitor growth from existing licensed establishments, organic openings, purchased licensed establishments, and competitor conversions.

Average remaining contract term

Average remaining contract term is calculated by determining the average expiration date of all outstanding contracts with Accel’s current licensed establishment partners, and then subtracting the applicable measurement date.

Hold-per-day

Hold-per-day is calculated by dividing the difference between cash deposited in all VGTs and tickets issued to players by the average number of VGTs in operation during the period being measured, and then dividing the calculated amount by the number of days in such period.

The following tables set forth information with respect to Accel’s licensed establishments, number of VGTs, average remaining contract term and hold-per-day as of and for the nine months ended September 30, 2019 and 2018, respectively.

	As of and for the Nine Months Ended September 30,				Increase / Decrease
	2019		2018		Change			Change %
Licensed establishments		2,290		1,551		739			47.6	%
Video gaming terminals		10,346		7,002		3,344			47.8	%
Average remaining contract term (years)		7.0		7.9		(0.9	)		-11.4	%
Hold-per-day	$	133	$	128	$	5			3.9	%

Excluding the Grand River Jackpot acquisition, the average remaining contract life as of September 30, 2019, was 7.4 years.

Excluding the Grand River Jackpot acquisition, the Hold-per-day for the nine months ended September 30, 2019, was $133.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures and are key metrics used to monitor ongoing core operations. Management of Pace and Accel believe Adjusted EBITDA and Adjusted Net Income enhance the understanding of Accel’s underlying drivers of profitability and trends in Accel’s business and facilitate company-to-company and period-to-period comparisons, because these non-GAAP financial measures exclude the effects of certain non-cash items or represent certain nonrecurring items that are unrelated to core performance. Management of Accel and Pace also believe that these non-GAAP financial measures are used by investors, analysts and other interested parties as measures of financial performance and to evaluate Accel’s ability to fund capital expenditures, service debt obligations and meet working capital requirements. For more information see the section entitled “Selected Historical Financial Data of Accel and Non-GAAP Financial Measures” beginning on page 182 of the Proxy Statement/Prospectus.

Adjusted Net Income and Adjusted EBITDA

	Nine months ended September 30,
	2019			2018
Net income	$	6,724,504		$	8,953,001
Adjustments:
Amortization of route and customer acquisition costs and location contracts acquired (1)		13,211,498			10,544,357
Stock-based compensation (2)		383,265			413,858
Other Operating Expenses (Income) (3)		7,546,366			1,941,241
Tax effect of adjustments (4)		(6,472,325	)		(3,636,816	)
Adjusted Net Income	$	21,393,308		$	18,215,641
Depreciation and amortization of property and equipment		18,664,848			15,192,723
Interest expense		9,517,593			6,432,030
Provision for income taxes		9,222,821			6,790,526
Adjusted EBITDA	$	58,798,570		$	46,630,920

(1) Route and customer acquisition costs consist of upfront cash payments and future cash payments to third party sales agents to acquire the licensed video gaming establishments that are not connected with a business combination. Accel amortizes the upfront cash payment over the life of the contract beginning on the date the location goes live, and recognizes non-cash amortization charges with respect to such items. Future or deferred cash payments, which may occur based on terms of the underlying contract, are generally lower in the aggregate as compared to established practice of providing higher upfront payments, and are also capitalized and amortized over the remaining life of the contract. Future cash payments do not include cash costs associated with renewing customer contracts as Accel does not generally incur significant costs as a result of extension or renewal of an existing contract. Location contracts acquired in a business combination are recorded at fair value as part of the business combination accounting and then amortized as an intangible asset on a straight-line basis over the expected useful life of the contract. “Amortization of route and customer acquisition costs and location contracts acquired” aggregates the non-cash amortization charges relating to upfront route and customer acquisition cost payments and location contracts acquired.

(2) Stock-based compensation consists of options, restricted stock units and warrants.

(3) Other expenses (income) consists of (i) non-cash expenses including the remeasurement of contingent consideration liabilities, and (ii) non-recurring expenses including expenses relating to the Business Combination, lobbying efforts and legal expenses in Pennsylvania, lobbying efforts in Missouri and a settlement in connection with a gaming acquisition.

(4) Calculated by excluding the impact of the non-GAAP adjustments from the current period tax provision calculations.

Adjusted EBITDA for the nine months ended September 30, 2019 was $58.8 million, an increase of $12.2 million, or 26.1%, compared to nine months ended September 30, 2018. The increase was primarily attributable to an increase in licensed establishments and VGTs.

Liquidity and Capital Resources

Cash and cash equivalents

As of September 30, 2019, Accel had $111.2 million in cash and cash equivalents. Accel believes that its cash and cash equivalents, cash flows from operations and borrowing availability under its credit facility will be sufficient to meet its capital requirements during the next 12 months. Accel’s primary short-term cash needs are paying operating expenses, servicing outstanding indebtedness and funding near term acquisitions.

As of September 30, 2019, Accel’s $380 million senior secured first lien credit facility consisted of a $125.0 million term loan (the “Term Loan”), a contract draw loan facility of $170.0 million (the “Contract Draw Loan”) and a revolving credit facility of $85.0 million (the “Revolving Credit Facility”). Accel’s senior credit facility is with a syndicated group of banks (collectively, the “Lenders”) with CIBC Bank USA, as administrative agent for the Lenders. The senior credit facility matures on April 10, 2023. Included in the Revolving Credit Facility and Contract Draw Loan are swing line sub-facilities of $5.0 million each.

In August 2019, Accel entered into a First Amendment to the Third Amended and Restated Loan and Security Agreement, which amendment increased the commitment on the Contract Draw Loan by $80.0 million and the total loan facility to $380 million. In October, Accel entered into a further amendment, which increased the commitment on the Contract Draw Loan by $10 million. These amendments increased the total senior secured first lien credit facility to $390.0 million.

As of September 30, 2019, Accel had no availability under the Contract Draw Loan and $29 million of availability under the Revolving Credit Facility. Term Loan borrowings as of September 30, 2019 were $106.3 million. There were no letters of credit outstanding as of September 30, 2019.

In order to maintain sufficient liquidity, Accel reviews its cash flow projections and available funds with its Board of Directors to consider modifying its capital structure and seeking additional sources of liquidity if needed. The availability of additional liquidity options will depend on the economic and financial environment, Accel’s credit, its historical and projected financial and operating performance, and continued compliance with financial covenants. As a result of possible future economic, financial and operating declines, possible declines in Accel’s creditworthiness and potential non-compliance with financial covenants, Accel may have less liquidity than anticipated, fewer sources of liquidity than anticipated, less attractive financing terms and less flexibility in determining when and how to use the liquidity that is available.

On November 13, 2019, NewCo entered into the New Credit Agreement, providing for (i) a $100.0 million revolving credit facility, including a letter of credit facility with a $10.0 million sublimit and a swing line facility with a $10.0 million sublimit, (ii) a $240.0 million initial term loan facility and (iii) a $125.0 million additional term loan facility.

Upon the Closing Date, the obligations under the New Credit Agreement became guaranteed by Accel, as holdings, and all existing wholly-owned domestic subsidiaries of Accel, subject to certain exceptions (collectively, the “Guarantors”). The obligations under the New Credit Agreement are secured by substantially all of assets of NewCo and the Guarantors, subject to certain exceptions. Certain future-formed or acquired wholly owned domestic subsidiaries of Accel will also be required to guarantee the New Credit Agreement and grant a security interest in substantially all of their assets (subject to certain exceptions) to secure the obligations under the New Credit Agreement.

Cash flows

The following table summarizes Accel’s net cash provided by or used in operating activities, investing activities and financing activities for the periods indicated and should be read in conjunction with Accel’s unaudited consolidated statements of cash flows and accompanying notes thereto included in this filing:

	Nine months ended September 30,
	2019			2018
Net cash provided by operating activities	$	45,651,669		$	35,692,698
Net cash used in investing activities		(126,258,915	)		(28,200,965	)
Net cash provided by financing activities		99,599,490			4,894,336

Net cash provided by operating activities

For the nine months ended September 30, 2019, net cash provided by operating activities was $45.7 million, an increase of $10.0 million over the comparable period of 2018. The increase was primarily attributable to an increase in gaming revenue from recently acquired and newly licensed establishments.

Net cash used in investing activities

For the nine months ended September 30, 2019, net cash used in investing activities was $126.3 million, an increase of $98.1 million over the comparable period of 2018 and was primarily attributable to the Grand River Jackpot acquisition.

Net cash provided by financing activities

For the nine months ended September 30, 2019, net cash used in financing activities was $99.6 million, an increase of $94.7 million over the comparable period of 2018. The increase was largely due to drawdowns under Accel’s senior credit facility, which proceeds were used in part to fund the Grand River Jackpot acquisition., as well as the purchase of a $5 million aggregate principal amount convertible promissory note purchased from another terminal operator in July.

Senior Secured Credit Facility

As of September 30, 2019, Accel’s senior credit facility consists of the Term Loan, Contract Draw Loan and Revolving Credit Facility. On April 10, 2018, Accel entered into that certain Third Amended and Restated Loan and Security Agreement, which increased the loan facility from $210,000,000 to $300,000,000, extended the agreement maturity date

from November 2021 to April 2023 and changed the loan facility from a borrowing draw loan to a revolving facility whereby Accel can borrow and repay throughout the term of the agreement with no required loan repayments until maturity in April 2023. In August 2019, Accel entered into a First Amendment to the Third Amended and Restated Loan and Security Agreement, which amendment increased the commitment on the Contract Draw Loan by $80.0 million and the total loan facility to $380 million. In October, Accel entered into a further amendment, which increased the commitment on the Contract Draw Loan by $10 million. These amendments increased the total senior secured first lien credit facility to $390.0 million.

Accel’s availability on the senior credit facility was $58 million and $29 million as of December 31, 2018 and September 30, 2019, respectively. Interest on the Term Loan, Contract Draw Loan and Revolving Credit Facility is payable monthly on unpaid balances at the variable per annum LIBOR rate (2.03% at September 30, 2019) plus an applicable margin, as defined, ranging from 1.70% to 2.50% depending on the ratio of Total Net Debt to EBITDA (each as defined under the terms of the Credit Agreement). As of September 30, 2019, the weighted average interest rate on short term borrowings was 4.56%.

Covenant compliance

Accel is in compliance with all debt covenants contained in its credit facility.

Share Repurchases

In connection with the Business Combination, Accel repurchased approximately 36,157 shares of its stock from certain employees, directors and officers at a repurchase price of $177 per share in order to facilitate (x) the repayment of existing loans to Accel’s executive officers described further in “—Accel Relationships and Related Party Transactions,” (y) the exercise of vested options (including by way of withholding additional shares in connection with the cashless exercise of vested options as permitted by the Accel Entertainment, Inc. 2011 Equity Incentive Plan (the “2011 Plan”) and the Accel Entertainment, Inc. 2016 Equity Incentive Plan (the “2016 Plan”)) and (z) funding any resulting tax obligations from the exercise of such vested options (including by way of withholding additional shares in connection with the cashless exercise of vested options as permitted by the 2011 Plan and the 2016 Plan). In connection with the foregoing, Accel repurchased 30,924 shares from Andrew H. Rubenstein, 877 shares from Derek Harmer and 978 shares from Brian Carroll.

Contractual Obligations

The following table sets forth Accel’s obligations and commitments to make future payments under contracts and contingent commitments as of September 30, 2019:

	Less than 1 Year(1)		Due in 1 to 3 years		Due in 3 to 5 years		Due in over 5 years		Total
Credit facility principal payments(2)	$	3,125,000	$	48,437,000	$	277,187,500	$	—	$	328,749,500
Interest payments on credit facility(3)	$	4,202,779	$	46,496,787	$	3,486,967	$	—	$	54,186,533
Operating lease obligations(4)	$	72,156	$	500,633	$	56,256	$	—	$	629,045
Total contractual obligations	$	7,399,935	$	95,434,420	$	280,730,723	$	—	$	383,565,078

(1) The period less than 1 year represents remaining obligations in 2019.

(2) Term Loan requires quarterly principal payments of increasing amounts at March 31, 2020, 2022 and 2023.

(3) Interest payable monthly on unpaid balances at variable per annum LIBOR rate plus applicable margin.

(4) Represents leased office space under agreements expiring between May 2019 through December 2023.

Route acquisition costs payable

Accel enters into contracts with third parties and licensed establishments throughout the State of Illinois which allow Accel to install and operate VGTs. Payments are due over varying terms of the individual agreements and are discounted at Accel’s incremental borrowing cost at the time the contract is acquired. As of September 30, 2019 and December 31, 2018, route acquisition costs payable was $6.4 million and $7.2 million, respectively. The cost payable is included on Accel’s balance sheets as a liability as its deemed to be both probable and estimable based on all available information; however, contractual payments are contingent upon continued future operations of the licensed establishments including ongoing compliance with licensing requirements.

Consideration payable

Consideration payable consists of amounts payable related to certain business acquisitions as well as contingent consideration for future licensed establishment performance related to certain business acquisitions. The contingent consideration is measured at fair value on a recurring basis. Accel uses a discounted cash flow analysis to determine the value of contingent consideration upon acquisition and updates this estimate on a recurring basis. The significant assumptions in the cash flow analysis include the probability adjusted projected revenues after state taxes, a discount rate as applicable to each acquisition, and the estimated number of licensed establishments at which Accel commences operations during the contingent consideration period. The changes in the fair value of contingent consideration are recognized within Accel’s consolidated statements of income as other expenses. As of September 30, 2019 and December 31, 2018, the consideration payable balance was $19.9 million and $11.6 million, respectively.

Capital expenditures

Accel’s capital expenditures relate primarily to the purchase of VGTs, ATMs, redemption devices, amusement devices, and related accessories. The portion of capital expenditures deemed to be regular, routine maintenance is expensed as incurred. In Accel’s judgment, capital expenditures made for software upgrades in its VGTs enhance the functionality and extend the service life of equipment and is therefore deemed to be capitalizable. For the nine months ended September 30, 2019, Accel incurred $19.9 million in capital expenditures related to VGTs, redemption devices, amusement devices, and related accessories. Accel expects that its capital expenditures for the year ending December 31, 2019 will be approximately $25 million.

Critical Accounting Policies and Estimates

Accel prepares its consolidated financial statements in accordance with U.S. GAAP. In applying accounting principles, it is often required to use estimates. These estimates consider the facts, circumstances and information available, and may be based on subjective inputs, assumptions and information known and unknown to Accel. Material changes in certain of the estimates that Accel uses could affect, by a material amount, its consolidated financial position and results of operations. Although results may vary, Accel believes its estimates are reasonable and appropriate. The following describes certain significant accounting policies that involve more subjective and complex judgments where the effect on Accel’s consolidated financial position and operating performance could be material.

Use of estimates

Significant estimates include, but are not limited to, determining the fair values of assets acquired and liabilities assumed through business combinations, the recoverability and useful lives of property and equipment, intangible assets and other long-lived assets, the valuation and realization of deferred income taxes, the fair value of investments, common stock and stock option awards, subsequent re-measurement of acquisition-related contingent consideration, and evaluations of the recoverability of goodwill and other assets. Actual results may differ from these estimates.

Revenue recognition

Video gaming revenue is the win from gaming activities, which is the difference between gaming wins and losses. Amusement revenue represents amounts collected from machines operated at various licensed establishments. ATM fees and other revenue represents fees charged for the withdrawal of funds from Accel’s redemption devices and stand-alone ATMs. The Financial Accounting Standards Board has issued Accounting Standards Update (“ASU”) 2014 09, Revenue from Contracts with Customers (“Topic 606”). The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The provisions are effective for Accel on January 1, 2019 at which time Accel will adopt Topic 606 using the modified retrospective approach. The provisions will not be presented in the interim periods for the year ending December 31, 2019, as permitted for companies with Emerging Growth Company status, but will be presented for the year ending December 31, 2019 and for the interim periods beginning the year thereafter. For further information, see Note 2 “Summary of Significant Accounting Policies” in the notes to Accel’s unaudited financial statements included in this filing.

Route and customer acquisition costs

Accel’s route and customer acquisition costs consist of fees paid, typically an upfront payment and future installment payments over the life of the contract, entered into with third parties and licensed establishments throughout the State of Illinois. These contracts are non-cancelable and allow Accel to install and operate VGTs in various establishments throughout the State of Illinois. The upfront payment and future installment payments are recorded at the net present value using a discount rate equal to Accel’s incremental borrowing costs. Route acquisition costs are amortized on a straight-line basis beginning on the date the location goes live and amortized over the specific life of the contract. Accel records the accretion of interest on the route installment payments in the consolidated statements of income as a component of interest expense, net. For locations that close prior to the end of the contractual term, Accel writes-off the net book value of the route and the related installment payables not yet paid and records a gain or loss in the consolidated statements of income as a component of general and administrative expense. Additionally, most of the route acquisition contracts allow Accel to clawback some upfront and installment payments over the first few years of a contract if the location is unable to secure the appropriate licensing or it goes out of business prior to the end of the contract term. In the case of instances where a clawback is triggered and Accel assesses it as recoverable, a receivable will be recorded. Upfront payments with a clawback prior to a location going live are capitalized and will not begin amortization until the respective licensed establishment commences operations.

Consideration payable

Consideration payable consists of amounts payable related to certain business acquisitions as well as contingent consideration for future licensed establishment performance related to certain business acquisitions. The contingent consideration is measured at fair value on a recurring basis. Accel uses a discounted cash flow analysis to determine the value of contingent consideration upon acquisition and updates this estimate on a recurring basis. The significant assumptions in the cash flow analysis include the probability adjusted projected revenues after state taxes, a discount rate as applicable to each acquisition, and the estimated number of licensed establishments at which Accel commences operations during the contingent consideration period. The changes in the fair value of contingent consideration are recognized within Accel’s consolidated statements of income as other expenses.

Goodwill

Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired when accounted for using the purchase method of accounting. Goodwill is not amortized, but reviewed for impairment. Goodwill is reviewed annually, as of October 1, and whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. When evaluating recoverability, we compare the fair value of the reporting unit to its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of our reporting unit, we would record an impairment loss equal to the difference.

Business combinations

For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The acquisition date is the date on which Accel obtains operating control over the acquired business.

The consideration paid is determined on the acquisition date and is the sum of the fair values of the assets acquired by Accel and the liabilities assumed by Accel, including the fair value of any asset or liability resulting from a deferred consideration arrangement. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred.

Any contingent consideration is measured at its fair value on the acquisition date, recorded as a liability and accreted over its payment term in Accel’s consolidated statements of income as other expenses (income).

Goodwill is measured as the excess of the consideration transferred over the fair value of the net identifiable assets acquired and liabilities assumed. Historically, the fair value determinations of net identifiable assets acquired and liabilities assumed for each of Accel’s business combinations did not result in the recognition of any goodwill. If the consideration transferred is less than the fair value of the net assets acquired and liabilities assumed, the difference is recorded as a bargain purchase gain in the income statement.

The acquisition of Grand River Jackpot was accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations. The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values. The areas of the purchase price that are not yet finalized are primarily related to the valuation of location contracts, property and equipment, contingent consideration and a final adjustment to working capital. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The goodwill is attributable to the workforce of the acquired business and expected synergies with the Company’s existing operations and is deductible for income tax purposes. The Grand River acquisition resulted in recorded goodwill as a result of a higher consideration multiple paid relative to prior similar acquisitions driven by maturity and quality of the operations and industry, including workforce and corresponding synergies.

Property, plant, and equipment

Property and equipment are stated at cost. Maintenance and repairs are charged to expense as incurred. Major additions, replacements and improvements are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are depreciated over the shorter of the useful life or the lease.

Estimated useful lives are as follows:

	Years
Video game terminals and equipment		5 – 8
Building and improvements		7 – 39
Amusement and other equipment		3 – 7
Office equipment and furniture		7
Computer equipment and software		3 – 5
Leasehold improvements		3 – 9
Vehicles		2 – 5

Items affecting future comparability

Seasonality

Accel’s results of operations can fluctuate due to seasonal trends and other factors. For example, the gross revenue per machine per day is typically lower in the summer when players will typically spend less time indoors at licensed establishment partners, and higher in cold weather between February and April, when players will typically spend more time indoors at licensed establishment partners. Holiday and vacation seasons may also cause Accel’s results to fluctuate.

Commitments & Contingencies

Accel is subject to various legal proceedings, regulatory proceedings and claims, the outcomes of which are subject to uncertainty. Accel records an estimated loss from a loss contingency with a corresponding charge to income, if it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated. Where there is a reasonable possibility that a loss has been incurred, Accel provides disclosure of such contingencies.

Recently issued accounting pronouncements

See “Note 2. Summary of Significant Accounting Policies” to Accel’s consolidated financial statements incorporated by reference in this filing for a description of recently issued accounting pronouncements applicable to its consolidated financial statements.

Regulations and taxes

Accel’s operations are based primarily in Illinois. Accel has been licensed as a terminal operator in Illinois under the Illinois Gaming Act since 2012. The Illinois state legislature has recently increased applicable marginal tax rates on gaming from 30% to 33% effective July 1, 2019 and from 33% to 34% effective July 1, 2020. While the increase in gaming tax rates could negatively impact the distributed gaming industry, Accel believes other recent legislative changes, such as an increased number of permitted VGTs at a given licensed establishment, increased maximum wager limits and maximum win payouts

are expected to drive overall video gaming demand upward. Newly-passed Illinois legislation has also increased the maximum number of VGTs that may be operated at a given licensed establishment from five to six, with certain qualifying truck stop licensed establishments allowed to operate up to ten VGTs. This newly-passed legislation has also increased the maximum wager that may be placed on a VGT from $2.00 to $4.00 and the maximum win from a single play from $500 to $1,199. All VGTs are monitored and controlled by the IGB through a central communications system. The IGB has recently established minimum standards that licensed establishment partner contracts must meet, including limiting the length of contracts entered into after February 2, 2018 to a maximum of eight years with no automatic renewals.

Quantitative and qualitative disclosure about market risk

Market risk represents the risk of loss that may impact Accel’s financial position due to adverse changes in financial market prices and rates. Market risk exposure is primarily the result of fluctuations in interest rates as well as, to a lesser extent, inflation.

Interest rate risk

Accel is exposed to interest rate risk in the ordinary course of its business. As of September 30, 2019, Accel’s senior credit facility consisted of a $380 million senior secured first lien credit facility, with a syndicated group of banks, which matures on April 10, 2023. If the prime rate were to increase by 1.0%, or 100 basis points, the increase in interest expense on Accel’s floating rate debt would decrease Accel’s future earnings and cash flows by approximately $3.3 million annually, assuming the balance outstanding under Accel’s credit facility remained at $332.3 million. Cash and cash equivalents are held in highly liquid, readily available checking and money market accounts, VGTs, redemption terminals, ATMs, and amusement equipment. As a result, these amounts are not materially affected by changes in interest rates.

Borrowings under the New Credit Agreement bear interest, at NewCo’s option, at a rate per annum equal to either (a) the adjusted LIBOR rate (“LIBOR”) (which cannot be less than zero) for interest periods of 1, 2, 3 or 6 months (or if consented to by (i) each applicable lender, 12 months or any period shorter than 1 month or (ii) the Agent, a shorter period necessary to ensure that the end of the relevant interest period would coincide with any required amortization payment ) plus the applicable LIBOR margin or (b) the alternative base rate (“ABR”) plus the applicable ABR margin. ABR is a fluctuating rate per annum equal to the highest of (i) the Federal Funds Effective Rate plus 1/2 of 1.0%, (ii) the prime rate announced from time to time by Capital One, National Association and (iii) LIBOR for a 1-month Interest Period on such day plus 1.0%. The New Credit Agreement also includes provisions for determining a replacement rate when LIBOR is no longer available.

Interest under the New Credit Agreement will be payable quarterly in arrears for ABR loans, at the end of the applicable interest period for LIBOR loans (but not less frequently than quarterly) and upon the prepayment or maturity of the underlying loans. NewCo is required to pay a commitment fee quarterly in arrears in respect of unused commitments under the revolving credit facility and the additional term loan facility. Additionally, NewCo will be required to pay an upfront fee with respect to any funded additional term loans.

The applicable LIBOR and ABR margins and the commitment fee rate are calculated based upon the first lien net leverage ratio of NewCo and its restricted subsidiaries on a consolidated basis, as set forth below. Until the delivery of the initial financial statements under the New Credit Agreement, the revolving loans and term loans bear interest, at the option of NewCo, at either (a) ABR plus a margin of 1.25% or (b) LIBOR plus a margin of 2.25%.

First Lien Net Leverage Ratio	LIBOR margin			ABR margin			Commitment Fee Rate			Additional Term Loan Commitment Fee Rate
> 3.50:1.00		2.75	%		1.75	%		0.50	%		0.50	%
£ 3.50:1.00 and >3.00:1.00		2.50	%		1.50	%		0.50	%		0.50	%
£ 3.00:1.00 and >2.00:1.00		2.25	%		1.25	%		0.50	%		0.50	%
£ 2.00:1.00 and >1.50:1.00		2.00	%		1.00	%		0.375	%		0.375	%
£ 1.50:1.00		1.75	%		0.75	%		0.25	%		0.25	%

The additional term loan facility is available for borrowings until the first anniversary of the Closing Date. Each of the revolving loans and the term loans mature on the fifth anniversary of the Closing Date.

The term loans and, once drawn, the additional term loans will amortize at an annual rate equal to approximately 5.00% per annum. Upon the consummation of certain non-ordinary course asset sales, NewCo may be required to apply the net cash proceeds thereof to prepay outstanding term loans and additional term loans. The loans under the New Credit Agreement may be prepaid without premium or penalty, subject to customary LIBOR “breakage” costs.

Inflation Risk

Accel does not believe that inflation has had a material effect on its results of operations, cash flows and financial condition in the last three years. Inflation may become a greater risk in the event of changes in current economic conditions and governmental fiscal policy.

Controls and Procedures

In connection with the audit of its consolidated financial statements as of and for the years ended December 31, 2018, 2017 and 2016, Accel has identified three material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Accel’s annual or interim financial statements will not be prevented or detected on a timely basis. As a private company, Accel was not previously subject to the requirements of Section 404 of the Sarbanes-Oxley Act and was therefore not required to assess the effectiveness of its internal control over financial reporting. Following the consummation of the Business Combination, Accel will be obligated to develop and maintain proper and effective internal control over financial reporting. Accel management is actively addressing the material weaknesses that have been identified and is developing a comprehensive plan of effective remediation which it expects to have fully implemented by the end of the first quarter of 2020. While these material weaknesses remain unremediated, an increased risk of material misstatement of the consolidated financial statements exists, and if remediation of these material weaknesses is not effective, or if Accel fails to develop and maintain an effective system of disclosure controls and internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired. Please see the section entitled “Risk Factors—Risks Relating to Pace and the Business Combination” starting on page 61 of the Proxy Statement/Prospectus for additional information.

Subsequent Events

The information set forth in the “Introductory Note” in this filing is incorporated into this Item 2.01 by reference.

Security Ownership of Certain Beneficial Owners and Management

Following the Business Combination, Accel is a wholly-owned subsidiary of New Pace.

The following table sets forth information as of the Closing Date regarding the beneficial ownership of the New Pace Shares by:

• each person known to be the beneficial owner of more than 5% of the outstanding New Pace Shares;

• each director and each of New Pace’s named executive officers; and

• all current executive officers and directors as a group, post business-combination.

The information below is based on an aggregate of 76,637,470 New Pace Shares issued and outstanding as of the Closing Date. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if she, he or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by the individuals below:

Name and Address of Beneficial Owners (1)	Number of Shares Beneficially Owned		Approximate Percentage of Outstanding Common Stock
5% Stockholders:
The Rubenstein Family (2)		14,096,018		18.39	%
Clairvest (3)		16,241,871		21.19	%
Executive Officers and Directors:
Andrew Rubenstein (4)		8,155,166		10.64	%
Karl Peterson (5)		2,548,876		3.33	%
Brian Carroll		315,340		*
Derek Harmer		181,407		*
Gordon Rubenstein (6)		2,935,335		3.83	%
Kathleen Philips (7)		40,000		*
David W. Ruttenberg (8)		1,951,550		2.55	%
Ken Rotman (9)		—		—
Eden Godsoe (10)		—		—
All executive officers and directors as a group (9 persons)		15,488,691		20.21	%

* Less than 1 percent.

(1) Unless otherwise noted, the business address of each of the persons and entities listed above is 140 Tower Drive, Burr Ridge, IL 60527.

(2) Includes shares beneficially owned by Andrew Rubenstein, Gordon Rubenstein, Jeffrey C. Rubenstein, NFS LLC IRA FBO Jeffrey C. Rubenstein and Jeffrey C. Rubenstein, as trustee, or his successors in trust, of the Susan Rubenstein Family Trust.

(3) Includes shares beneficially owned by Clairvest Equity Partners V-A Limited Partnership, Clairvest Equity Partners V Limited Partnership and CEP V Co-Investment Limited Partnership. The address of each of the foregoing is c/o Clairvest Group Inc., 22 St. Clair Avenue East, Suite 1700, Toronto, Ontario, Canada M4T 2S3.

(4) Includes shares beneficially owned by Mr. Rubenstein through Harry R, LLC.

(5) Includes shares beneficially owned by Mr. Peterson through Peterson Capital Partners, LP. Peterson Capital Partners, LP’s address is 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

(6) Includes shares beneficially owned by Mr. Rubenstein through Fund Indy LLC, The PrivateBank & Trust Company, as Custodian of the Gordon Rubenstein SEP IRA, and Gordon S. Rubenstein and Krista M. Ramonas Joint Revocable Trust.

(7) The address of Ms. Philips is 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

(8) Includes shares beneficially owned by Mr. Ruttenberg, solely as trustee, or his successors in trust, of the David W. Ruttenberg Revocable Trust, as now or hereafter amended, and through Grant Place Fund LLC and Lakewest Gaming G.P.

(9) The address of Mr. Rotman is c/o Clairvest Group Inc., 22 St. Clair Avenue East, Suite 1700, Toronto, Ontario, Canada M4T 2S3.

(10) The address of Ms. Godsoe is 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

Directors and Executive Officers

On November 20, 2019, each of Messrs. Andrew Rubenstein, Gordon Rubenstein, David W. Ruttenberg, Kenneth B. Rotman and Karl Peterson and Mses. Eden Godsoe and Kathleen Philips were appointed to serve as directors of New Pace effective immediately following the consummation of the Business Combination. Mr. Peterson was appointed as Chairman of the Board. The size of the Board is seven members. Biographical information for these individuals other than Mr. Rotman is set forth in the section entitled “Management of Pace After the Business Combination” beginning on page 266 of the Proxy Statement/Prospectus and is incorporated herein by reference. Biographical Information regarding Mr. Rotman is set forth in the Current Report on Form 8-K filed with the SEC by New Pace on November 7, 2019, which is incorporated herein by reference.

The Board appointed Mr. Ruttenberg and Mses. Godsoe and Philips to serve on the Audit Committee, with Ms. Philips serving as its Chair. The Board appointed Mr. Peterson and Mses. Philips and Godsoe to serve on the Compensation Committee, with Ms. Godsoe serving as its Chair. The Board appointed Messrs. Ruttenberg and Peterson and Ms. Philips to serve on the Nominating and Governance Committee, with Mr. Peterson serving as its Chair. The Board appointed Messrs. Ruttenberg and Peterson and Ms. Godsoe to serve on the Compliance Committee, with Mr. Ruttenberg serving as its Chair. Information with respect to New Pace’s Audit Committee, Compensation Committee, Nominating and Governance Committee and Compliance Committee is set forth in the section entitled “Management of Pace After the Business Combination — Board Committees” beginning on page 269 of the Proxy Statement/Prospectus and is incorporated herein by reference.

In accordance with the amended and restated certificate of incorporation of New Pace, the Board is divided into three classes, each comprising as nearly as possible one-third of the directors and serving three-year terms with only one class of directors being elected in each year. Messrs. Peterson and A. Rubenstein were assigned to Class I, Messrs. A. Rubenstein and G. Rubenstein were assigned to Class II, and Mr. Rotman and Mses. Godsoe and Philips were assigned to Class III. Each Class I director will have a term that expires at New Pace’s annual meeting of stockholders in 2020, each Class II director will have a term that expires at New Pace’s annual meeting of stockholders in 2021 and each Class III director will have a term that expires at New Pace’s annual meeting of stockholders in 2022, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

In connection with the consummation of the Business Combination, on November 20, 2019, Mr. A. Rubenstein was appointed to serve as New Pace’s Chief Executive Officer and President and Mr. Brian Carroll was appointed to serve as Chief Financial Officer. Biographical information for these individuals is set forth in the section entitled “Management of Pace After the Business Combination” beginning on page 266 of the Proxy Statement/Prospectus and is incorporated by reference herein.

In connection with the closing of the Business Combination, on November 20, 2019, immediately prior to the consummation of the Business Combination, Messrs. David Bonderman, Chad Leat, Robert Suss, Paul Walsh and Kneeland Youngblood ceased to be directors and each executive officer of New Pace ceased to be an executive officer.

Executive Compensation

Pre-Closing Compensation of Executive Officers and Directors

The compensation of Pace’s named executive officers and directors before the consummation of the Business Combination is set forth on page 219 in the section titled “Business of Pace and Certain Information About Pace – Executive Compensation” in the Proxy Statement/Prospectus and is incorporated herein by reference.

Post-Closing Compensation of Executive Officers and Directors

The information set forth in Exhibit 99.2 to this Current Report on Form 8-K which includes the executive compensation information of New Pace is incorporated herein by reference.

Director Compensation

The Board has not approved a director compensation program to date. Following the consummation of the Business Combination, the compensation committee of the Board will determine the annual compensation of outside directors. The Company anticipates that its director compensation program following the Business Combination will include both equity and cash components, be competitive with relevant comparison companies and support best practices in director compensation design.

Certain Relationships and Related Transactions

The information set forth in the sections entitled “The Transaction Agreement and Related Agreements — Related Agreements — Registration Rights Agreement,” “Business of Pace and Certain Information about Pace — Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters,” “Business of Accel and Certain Information of Accel — Executive Compensation Prior to the Business Combination,” “Accel Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Certain Relationships and Related Transactions” beginning on page 175, 220, 243, 248 and 315 of the Proxy Statement/Prospectus, respectively, are incorporated herein by reference.

Director Independence

At the closing of the Business Combination, the Board adopted NYSE listing standards to assess director independence. Messrs. Ruttenberg, Rotman and Peterson and Mses. Godsoe and Philips are independent pursuant to the NYSE listing rules.

Legal Proceedings

The information set forth in the section entitled “Business of Accel and Certain Information about Accel — Legal Proceedings” on page 241 of the Proxy Statement/Prospectus is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

The information set forth in the section entitled “Price Range of Securities and Dividends — Pace” on page 323 of the Proxy Statement/Prospectus is incorporated herein by reference. Additional information regarding holders of the Company’s securities is set forth under “Description of Registrant’s Securities” below.

Following the consummation of the Business Combination, on November 21, 2019, the Class A-1 Shares and the New Pace Public Warrants were listed on the NYSE under the symbols “ACEL” and “ACELW,” respectively. The public units of Pace automatically separated into the component securities upon consummation of the Domestication and Business Combination and, as a result, no longer trade as a separate security.

Dividends of New Pace

New Pace has not paid any cash dividends on the New Pace Shares. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Board. However, we do not anticipate paying any dividends on the New Pace Shares for the foreseeable future.

Recent Sale of Unregistered Securities

On the Closing Date, Pace consummated the previously announced issuance and sale of 4,696,675 Class A-1 Shares for aggregate consideration of approximately $48 million in a private placement (the “PIPE Investment”) pursuant to Subscription Agreements, entered into on June 13, 2019, August 13, 2019 and October 31, 2019 (as further amended, or assigned, the “Subscription Agreements”) with certain qualified institutional buyers and accredited investors, including TPG Holdings III, L.P., an affiliate of Sponsor (“TPG Holdings,” and collectively, the “Investors”). TPG Holdings assigned a portion of its rights to purchase Class A-1 Shares in the PIPE Investment to certain employees of Pace. The proceeds from the PIPE Investment were used to fund a portion of the cash consideration required to effect the Business Combination. The offering of the Class A-1 Shares issued in the PIPE Investments was not registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. A description of the rights, preferences and privileges of the Class A-1 Shares is included in the Proxy Statement in the section entitled “Description of Pace Securities—Class A-1 Shares” beginning on page 275, which is incorporated herein by reference.

Description of Registrant’s Securities

The information set forth in the section entitled “Description of Pace Securities” beginning on page 275 of the Proxy Statement/Prospectus is incorporated herein by reference.

Indemnification of Directors and Officers

The information set forth in “The Business Combination — Certain Information Relating to Pace — Indemnification and Insurance Obligations of Pace Following the Business Combination” and “Comparison of Shareholder Rights” of the Proxy Statement/Prospectus on pages 144 and 308, respectively, are incorporated herein by reference.

Financial Statements, Supplementary Data and Exhibits

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference. The financial statements of Accel and Subsidiaries included in the Proxy Statement/Prospectus beginning on page F-35.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, all of New Pace’s outstanding units separated into their component parts of one Public Share and one third of one warrant to purchase one Public Shares and the Public Shares, units and warrants to purchase Public Shares.

Item 3.02 Unregistered Sale of Equity Securities

The description of the PIPE Investment set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuances of the Class A-1 Shares in the PIPE Investment were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering without any form of general solicitation or general advertising.

Item 3.03 Material Modification to Rights of Security Holders

On the Closing Date, in connection with New Pace’s deregistration as an exempted company in the Cayman Islands and continuation and domestication as a corporation incorporated under the laws of the state of Delaware, New Pace filed a notice of de-registration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a Delaware certificate of incorporation (the “DE Certificate of Incorporation”) with the Secretary of State of the State of Delaware. On the Closing Date, following the filing of the DE Certificate of Incorporation, in connection with the consummation of the Business Combination, the DE Certificate of Incorporation and existing Bylaws of New Pace were amended and restated.

The foregoing description of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of New Pace does not purport to be complete and is qualified in its entirety by the terms of the DE Certificate of Incorporation, Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 Exhibits 3.2 and 3.3, respectively, and are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information set forth under “Introductory Note” and Item 2.01 in this Current Report on Form 8-K is incorporated herein by reference.

Following the Business Combination, Accel is a wholly-owned subsidiary of New Pace. The total consideration to acquire Accel was approximately $642 million. Such aggregate consideration consisted of cash and/or New Pace Shares. The sources of funds for the Business Combination include approximately $430 million from the Trust Account, approximately $48 million from the PIPE Investment, approximately $465 million of equity rollover from the Sellers and approximately $83 million of equity from the holders of the Founder Shares.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 20, 2019, Mr. Tamraz ceased to be the Executive Vice President of Corporate Development and Secretary, Mr. Davidson ceased to be the Chief Financial Officer and Mr. Peterson ceased to be the Chief Executive Officer and President of New Pace. Additionally on November 20, 2019, Messrs. Bonderman, Leat, Suss, Walsh and Youngblood ceased to be directors of New Pace.

On November 20, 2019, each of Messrs. A. Rubenstein, G. Rubenstein, Ruttenberg, Rotman and Peterson and Mses. Godsoe and Philips were appointed to serve as directors of New Pace effective immediately following the consummation of the Business Combination. Messrs. A. Rubenstein and Carroll were appointed to serve as Chief Executive Officer and President, and Chief Financial Officer, respectively . Biographical information with respect to such directors and executive officers is set forth in the section entitled “Management of Pace After the Business Combination” beginning on page 266 of the Proxy Statement/Prospectus and under “Directors and Executive Officers” in Item 2.01 of this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth in the section entitled “Proposal No. 5 — The LTIP Proposal” beginning on page 330 of the Proxy Statement/Prospectus and under “Long Term Incentive Plan” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year.

The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated in this item 5.03 by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, New Pace ceased being a shell company. The material terms of the Business Combination are described in the sections entitled “Questions and Answers about the Business Combination and the Extraordinary General Meeting,” “The Business Combination” and “Proposal No. 1 — The Business Combination Proposal” beginning on page 11, 117, 325 of the Proxy Statement/Prospectus, in the information set forth under “Introductory Note” and in the information set forth under Item 2.01 in this Current Report on Form 8-K, each of which is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On November 20, 2019, New Pace issued a press release announcing the consummation of the Business Combination. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.4 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statement and Exhibits.

(a) Financial statements of businesses acquired

The information set forth in Exhibit 99.1 to this Current Report on Form 8-K, the unaudited financial statements of Accel and Subsidiaries for the nine months ended September 30, 2019 and September 30, 2018, is incorporated herein by reference.

The information set forth in Exhibit 99.2 to this Current Report on Form 8-K, the audited financial statements of Accel and Subsidiaries for the two years ended December 31, 2018 and 2017, is incorporated herein by reference.

(b) Pro Forma Financial Information

The information set forth in Exhibit 99.3 to this Current Report on Form 8-K, which includes the unaudited pro forma condensed combined financial information of New Pace for the year ended December 31, 2018 and for and as of the nine months ended September 30, 2019, is incorporated herein by reference.

(d) Exhibits.

Exhibit No.	Exhibit
2.1	Transaction Agreement, dated as of June  13, 2019, by and among TPG Pace Holdings Corp., the Sellers, David W. Ruttenberg and John S. Bakalar (as successor to Gordon Rubenstein) as Shareholder Representatives (incorporated by reference to Pace’s current report on Form 8-K dated June 13, 2019).
2.2*	Amendment No. 1 to Transaction Agreement, dated as of July  22, 2019, by and among TPG Pace Holdings Corp., the Sellers, David W. Ruttenberg and John S. Bakalar (as successor to Gordon Rubenstein) as Shareholder Representatives.
2.3*	Amendment No. 2 to Transaction Agreement, dated as of October  3, 2019, by and among TPG Pace Holdings Corp., the Sellers, David W. Ruttenberg and John S. Bakalar (as successor to Gordon Rubenstein) as Shareholder Representatives.
3.1*	Delaware Certificate of Incorporation of TPG Pace Holdings Corp.

3.2*	Amended and Restated Certificate of Incorporation of TPG Pace Holdings Corp.
3.3*	Amended and Restated Bylaws of TPG Pace Holdings Corp.
10.1*	Accel Entertainment, Inc. Long Term Incentive Plan
10.2*	Restricted Stock Agreement, dated as of November 20, 2019
10.3*	New Pace Warrant Agreement, dated as of November 20, 2019
10.4*	Registration Rights Agreement, dated as of November 20, 2019
10.5*	Indemnity Agreement
10.6*+	Membership Interest Purchase Agreement, by and among GRE-Illinois, LLC, Great River Entertainment, LLC, Grand River Jackpot, LLC and Accel Entertainment Gaming, LLC, dated as of August 26, 2019
99.1*	Unaudited financial statements of Accel and Subsidiaries for the nine months ended September 30, 2019 and September 30, 2018
99.2	Audited financial statements of Accel and Subsidiaries for the two years ended December  31, 2018 and 2017 (incorporated by reference to Pace’s definitive proxy statement filed with the SEC on October 30, 2019)
99.3*	Unaudited pro forma condensed combined financial information of Accel Entertainment, Inc. for the year ended December 31, 2018 and as of the nine months ended September 30, 2019.
99.4*	Press release, dated as of November 20, 2019.

* Filed herewith.

+ Certain information has been excluded from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ACCEL ENTERTAINMENT, INC.
By:	/s/ Andrew Rubenstein
	Andrew Rubenstein Chief Executive Officer

Date: November 25, 2019

EX-2.2

Exhibit 2.2

EXECUTION VERSION

AMENDMENT NO. 1 TO TRANSACTION AGREEMENT

This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT, dated as of July 22, 2019 (this “Amendment”), is made by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (“Parent”), each of the Persons set forth on Schedule 1 to the Transaction Agreement (as defined below) (each, a “Seller” and collectively, the “Sellers”) and David W. Ruttenberg and John S. Bakalar (as successor to Gordon Rubenstein), (each in their capacity as a “Shareholder Representative” and collectively, the “Shareholder Representatives”). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Transaction Agreement (as defined below).

WHEREAS, Parent, the Sellers and the Shareholder Representatives are parties to the Transaction Agreement, dated as of June 13, 2019 (the “Transaction Agreement”);

WHEREAS, on June 27, 2019, in accordance with Section 8.15(e) of the Transaction Agreement, the Sellers designated John S. Bakalar to succeed and replace Gordon Rubenstein as a Shareholder Representative;

WHEREAS, pursuant to Section 8.13 of the Transaction Agreement, the Transaction Agreement may not be amended except by an instrument in writing signed (including by electronic means) on behalf of each of the parties thereto; and

WHEREAS, each of the parties to the Transaction Agreement as at the date hereof agrees to amend the Transaction Agreement as described below.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment agree as follows:

1.    Effective as of the date of this Amendment, the Transaction Agreement is hereby amended as follows:

(a)    All references to “Gordon Rubenstein” as a Shareholder Representative in the Transaction Agreement are hereby amended to read “John S. Bakalar”.

(b)    Part (d) of the ninth recital in the preamble of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:

“(d) contribute 500,000 shares of New Parent Class A-1 Stock to a donor advised fund selected by Parent Sponsor for purposes of participation in charitable efforts in the communities in which Parent Sponsor and its Affiliates operate, or anticipate operating (provided that Parent Sponsor may, with the prior written consent of the Company, elect to (i) contribute cash to such donor advised fund in lieu of some or all of the shares of New Parent Class A-1 Stock at a rate of $10.22 per share and

(ii) surrender a number of shares of New Parent Class A-1 Stock to Parent for cancellation equal to the amount of cash contributed divided by $10.22 per share), and”

(c)    The sixteenth recital in the preamble of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:

“WHEREAS, as a condition to and inducement to Parent’s willingness to enter into this Agreement, simultaneously with the execution of this Agreement, certain members of the Company’s management are entering into cash election support agreement with Parent (the “Key Holder Support Agreement”) attached hereto as Exhibit H, pursuant to which each such Person shall agree to make a binding Cash Election which shall not be in respect of more than 20% of the number of shares of Company Stock owned by such Person, provided, that, each such Person’s Cash Election shall be calculated on an aggregated basis together with the Cash Elections of each of its Affiliated entities such that each such Person’s Cash Election shall not be in respect of more than 20% of the number of shares of Company Stock owned by such Person and each of its Affiliated entities on an aggregated basis;”

(d)    The nineteenth recital in the preamble of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:

“WHEREAS, prior to the Closing, certain Persons who will be stockholders of Parent immediately following the Stock Purchase, including any Person who (i) will be a stockholder of Parent immediately following the Stock Purchase, (ii) makes a written request to Parent or (iii) will, immediately following the Stock Purchase, be subject to Section (b)(2) of Rule 144 of the Securities Act (as defined below) with respect to such Person’s shares of New Parent Class A-1 Stock, shall be offered the opportunity to enter into a Registration Rights Agreement substantially in the form attached hereto as Exhibit J (the “Registration Rights Agreement”), which, in each case, shall be effective as of the Closing.”

(e)    Section 1.3(c) of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:

“(c) immediately prior to the Stock Purchase, the Investors shall purchase, and Parent shall issue and sell to the Investors, the number of shares of New Parent Class A-1 Stock set forth in the Subscription Agreements against payment of the subscription price set forth in the Subscription Agreements;”

(f)    The following text is hereby added as a new Section 1.3(h):

“(h) immediately following the effectiveness of the Stock Purchase, Parent Sponsor shall contribute 500,000 shares of New Parent Class A-1 Stock to a donor advised fund selected by Parent Sponsor for purposes of participation in charitable efforts in the communities in which Parent Sponsor and its Affiliates operate, or anticipate operating; provided that Parent Sponsor may, with the prior written

2

consent of the Company, elect to (i) contribute cash to such donor advised fund in lieu of some or all of the shares of New Parent Class A-1 Stock at a rate of $10.22 per share and (ii) surrender a number of shares of New Parent Class A-1 Stock to Parent for cancellation equal to the amount of cash contributed divided by $10.22 per share.”

(g)    Part (iii) of Section 4.2(b) of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:

“(iii) other than in connection with any Ancillary Agreement or as otherwise required by Parent’s Organizational Documents in order to consummate the transactions contemplated hereby or thereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, Parent, except (i) as required by the terms of any capital stock of, or other equity interests in, Parent or any of its Subsidiaries outstanding on the date of this Agreement, or (ii) to repurchase the stock of any director of Parent who, due to the ownership of stock of Parent following the Closing, may cause such director to have a conflict or be in violation of applicable Law and any applicable rules and regulations of the SEC and NYSE, in which event, Parent, or Parent Sponsor, shall be permitted to repurchase such director’s stock at a price of $10.22 per share.”

(h)    Section 5.12 of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:

“Board of Directors. The parties hereto agree that (i) promptly following the Closing, the board of directors of Parent shall consist of the individuals set forth on Schedule 5.12, (ii) two members of the board of directors of Parent promptly following the Closing shall be members jointly nominated in writing by Parent and the Shareholder Representatives and (iii) any Person (excluding any Person who nominates a member, or is nominated as a member, of the board of directors of Parent pursuant to clause (ii)) who will hold (together with such Person’s Affiliates) at least 8% of the outstanding shares of New Parent Class A-1 Stock immediately following the Stock Purchase shall have a right to nominate an individual to be a member of the board of directors of Parent promptly following the Closing and such nominated individual shall be a member of the board of directors promptly following the Closing (provided that any such individual designated pursuant to this clause (iii) shall (A) have relevant industry and market expertise, (B) be reasonably acceptable to the Independent Directors (as defined below) set forth on Schedule 5.12 and (C) satisfy the criteria for membership on the board of directors of Parent in effect as of the Closing; provided, further, that any member of the board of directors of the Company as of immediately prior to the Closing shall be deemed to satisfy the criteria set forth in clauses (A) through (C)); provided that, if the operation of clauses (i) through (iii) would result in fewer than a majority of the members of the board of directors of Parent being “independent directors” within the meaning of New York Stock Exchange Listed Company Manual Section 303A.02 (“Independent Directors”), then the members of the board of directors of

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Parent set forth on Schedule 5.12 shall appoint such number of additional Independent Directors as is required to ensure that a majority of the members of the board of directors of Parent are Independent Directors.”

(i)    A new Section 5.23 of the Transaction Agreement is hereby inserted to read as follows (and the Table of Contents of the Transaction Agreement updated accordingly):

“Registration Rights Agreement. The parties hereto agree that, prior to the Closing, certain Persons who will be stockholders of Parent immediately following the Stock Purchase, including any Person who (i) will be a stockholder of Parent immediately following the Stock Purchase, (ii) makes a written request to Parent or (iii) will, immediately following the Stock Purchase, be subject to Section (b)(2) of Rule 144 of the Securities Act with respect to such Person’s shares of New Parent Class A-1 Stock, shall be offered the opportunity to enter into the Registration Rights Agreement, which, in each case, shall be effective as of the Closing.”

(j)    Part (ii) of Section 7.1(b) of the Transaction Agreement is hereby amended and restated in its entirety to read as follows.

“(ii) if the Closing shall not have been consummated by November 30, 2019 (the “Termination Date”); provided, that, the right to terminate this Agreement under this Section 7.1(b)(ii) shall not be available to any party in breach of this Agreement such that the conditions set forth in Sections 6.1, 6.2 or 6.3 hereof will not be satisfied on or prior to the Closing;”

(k)    Section 8.13 of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:

“Amendment. This Agreement may be amended by Parent and the Shareholder Representatives (which shall bind each Seller), at any time before or after the receipt of the Parent Shareholder Approval, but, after any such adoption, no amendment shall be made which by Law would require the further approval by such shareholders without first obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed (including by electronic means) by Parent and the Shareholder Representatives (which shall bind each Seller).”

(l)    Section 8.15(a)(ii) of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:

“(ii) to negotiate, execute and deliver all ancillary agreements, statements, certificates, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement or any other Ancillary Agreement to which the Sellers are or will be a party;”

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(m)    Section 8.15(e) of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:

“(e) If either Shareholder Representative becomes unable to serve as a Shareholder Representative, such other Person or Persons as may be designated by the Sellers who hold a majority of the Company Stock shall succeed as a Shareholder Representative;”

(n)    Schedule 5.12 to the Transaction Agreement is hereby amended and restated in its entirety as set forth in Exhibit A hereto.

(o)    The definition of “LTM EBITDA” in Section 8.1 of the Transaction Agreement is hereby amended and restated in its entirety as follows:

““LTM EBITDA” means net income of the Company (on a consolidated basis) measured for the period of the most recent three consecutive fiscal quarters (or 9 months) and Company management’s current quarter estimate ending immediately prior to the effectiveness of the Stock Purchase, as reported in accordance with GAAP adjusted for the following: (a) plus the sum of (i) interest expense; (ii) income tax expense; (iii) depreciation; (iv) amortization; (v) start-up costs related to expansion to new States; (vi) acquisition-related expenses; (vii) stock option expense; (viii) legal settlements; and (ix) non-recurring receivable reserve associated with contracts in Chicago; (b) less the sum of (i) interest income; (ii) non-cash gains/(losses) on liability revaluation; (iii) gains/(losses) on sale of assets; and (iv) non-operating rent income (and shall give pro forma effect to the full year impact of any acquisition closed prior to the effectiveness of the Stock Purchase).”

(p)    Exhibit J to the Transaction Agreement is hereby amended and restated as set forth in Exhibit B hereto.

2.    The parties hereto hereby agree that, except as specifically provided in this Amendment, the Transaction Agreement shall remain in full force and effect without any other amendments or modifications.

3.    The provisions of Sections 8.3 through 8.13 of the Transaction Agreement are hereby incorporated into this Amendment by reference and shall be applicable to this Amendment for all purposes.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, each party has caused this Amendment to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

TPG PACE HOLDINGS CORP.
By:	/s/ Karl Peterson
Name:	Karl Peterson
Title:	Chief Executive Officer and President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

SHAREHOLDER REPRESENTATIVES:

/s/ David W. Ruttenberg

DAVID W. RUTTENBERG

/s/ John S. Bakalar

JOHN S. BAKALAR

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

ABRAHAM J. STERN

By:	/s/ Abraham J. Stern
Name:	Abraham J. Stern
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

ANDREW RUBENSTEIN

By:	/s/ Andrew Rubenstein
Name:	Andrew Rubenstein
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

BASSMAN FAMILY L.P.

By:	/s/ Andrew J. Stern
Name:	Abraham J. Stern
Title:	POA

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

BRADLEY ASSOCIATES TRUST

By:	/s/ Sherwin Jarol
Name:	Sherwin Jarol
Title:	Trustee

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

BRIAN M. CARROLL

By:	/s/ Brian M. Carroll
Name:	Brian M. Carroll
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

BUSH LOUP INVESTMENTS LLC

By:	/s/ Bryan E. Bush III
Name:	Bryan E. Bush III
Title:	Manager/Member

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

CRILLY COURT TRUST

By:	/s/ Pamela I. Kaji
Name:	Pamela I. Kaji
Title:	Trustee

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

DAVID NUSSBAUMER

By:	/s/ David Nussbaumer
Name:	David Nussbaumer
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

DAVID W. RUTTENBERG, SOLELY AS TRUSTEE, OR HIS SUCCESSORS IN TRUST, OF THE DAVID W. RUTTENBERG REVOCABLE TRUST, AS NOW OR HEREAFTER AMENDED

By:	/s/ David W. Ruttenberg
Name:	David W. Ruttenberg
Title:	Trustee

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

DAVID ELLIS

By:	/s/ David Ellis
Name:	David Ellis
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

DEREK HARMER

By:	/s/ Derek Harmer
Name:	Derek Harmer
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

EDWARD H. MCDERMOTT, UNDER THE EDWARD AND ELIZABETH MCDERMOTT TRUST, AS NOW AND HEREAFTER AMENDED

By:	/s/ Edward H. McDermott
Name:	Edward H. McDermott
Title:	Trustee

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

EMILY RUBENSTEIN

By:	/s/ Emily Rubenstein
Name:	Emily Rubenstein
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

FUND INDY LLC

By:	/s/ Gordon Rubenstein
Name:	Gordon Rubenstein
Title:	Member

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

GENEVA VENTURE INVESTMENTS LLC

By:	/s/ John P. Huber
Name:	John P. Huber
Title:	Member

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

GORDON RUBENSTEIN

By:	/s/ Gordon Rubenstein
Name:	Gordon Rubenstein
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

GORDON S. RUBENSTEIN AND KRISTA M. RAMONAS JOINT REVOCABLE TRUST

By:	/s/ Gordon Rubenstein
Name:	Gordon Rubenstein
Title:	Trustee

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

GRANT PLACE FUND LLC

By:	/s/ David W. Ruttenberg
Name:	David W. Ruttenberg
Title:	President, Lakewood, Inc., its manager

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

HARRY R, LLC
By:	/s/ Andrew Rubenstein
Name:	Andrew Rubenstein
Title:	Member

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

HOWARD ANKIN

By:	/s/ Howard Ankin
Name:	Howard Ankin
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

HOWARD PIZER

By:	/s/ Howard Pizer
Name:	Howard Pizer
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

JAMES T. BORELLO TRUST

By:	/s/ Jim Borello
Name:	Jim Borello
Title:	Trustee

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

JEFFREY C. RUBENSTEIN

By:	/s/ Jeffrey C. Rubenstein
Name:	Jeffrey C. Rubenstein
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

NFS LLC IRA FBO JEFFREY C. RUBENSTEIN

By:	/s/ Jeffrey C. Rubenstein
Name:	Jeffrey C. Rubenstein
Title:	Authorized Signatory

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

JEFFREY C. RUBENSTEIN, AS TRUSTEE, OR HIS SUCCESSORS IN TRUST, OF THE SUSAN RUBENSTEIN FAMILY TRUST

By:	/s/ Jeffrey C. Rubenstein
Name:	Jeffrey C. Rubenstein
Title:	Trustee

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

JOHN HATHERLY

By:	/s/ John Hatherly
Name:	John Hatherly
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

JOHN S. BAKALAR, AS TRUSTEE, OR HIS SUCCESSORS IN TRUST, OF THE JOHN S. BAKALAR TESTAMENTARY TRUST, AS NOW AND HEREAFTER AMENDED

By:	/s/ John S. Bakalar
Name:	John S. Bakalar
Title:	Trustee

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

KERRY DENNY

By:	/s/ Kerry Denny
Name:	Kerry Denny
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

LAKEWEST GAMING G.P.

By:	/s/ David W. Ruttenberg
Name:	David W. Ruttenberg
Title:	Authorized General Partner

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

MICHAEL PAPPAS

By:	/s/ Michael Pappas
Name:	Michael Pappas
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

ROTH HOLDINGS

By:	/s/ Mitchell Roth
Name:	Mitchell Roth
Title:	Manager

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

SAM SALLERSON

By:	/s/ Sam Sallerson
Name:	Sam Sallerson
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

SHERWIN JAROL

By:	/s/ Sherwin Jarol
Name:	Sherwin Jarol
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

STENDER FAMILY LIMITED PARTNERSHIP

By:	/s/ Steven A. Stender
Name:	Steven A. Stender
Title:	Manager of GP

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

STEVEN A. STENDER

By:	/s/ Steven A. Stender
Name:	Steven A. Stender
Title:	Individual

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO TRANSACTION AGREEMENT]

Exhibit A

Schedule 5.12 to Transaction Agreement

(See attached.)

Schedule 5.12

Board of Directors

1. Karl Peterson

2. Hollie Haynes

3. Kathleen Philips

Exhibit B

Exhibit J to Transaction Agreement

(See attached.)

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of November 20, 2019 (the “Effective Date”), by and among TPG Pace Holdings Corp., a Delaware Corporation (the “Company”), TPG Pace II Sponsor Successor, LLC (“Pace Sponsor”), a Delaware limited liability company and a continuation of the Initial Sponsor (as defined below), TPG Pace Governance, LLC, a Cayman Islands limited liability company (“Pace Governance”), Karl Peterson (“KP”), the parties set forth on Schedule A (collectively, the “Accel Founders”), the parties set forth on Schedule B (collectively, the “Accel Management”), the parties set forth on Schedule C (collectively, the “Significant Accel Stockholders”) and the parties set forth on Schedule D (collectively, the “Restricted Accel Stockholders” and, collectively with the Accel Founders, the Accel Management and the Significant Accel Stockholders, the “Major Accel Stockholders”), the Initial Holders (as defined herein) and each other person who has executed and delivered a joinder hereto (collectively with Pace Sponsor, Pace Governance, KP, the Major Accel Stockholders and the Initial Holders, the “Holders,” and each individually, a “Holder”).

RECITALS

WHEREAS, the Company, each of David Ruttenberg and Gordon Rubenstein (in their capacity as representatives of the shareholders of Accel Entertainment, Inc., an Illinois corporation (“Accel”)) and the sellers named therein entered into that certain Transaction Agreement, dated as of June 13, 2019 (as it may be amended, restated or otherwise modified from time to time, the “Transaction Agreement”);

WHEREAS, immediately prior to Closing (as defined below), the Company domesticated (or transferred by way of continuation as a matter of Cayman Islands law) as a Delaware corporation in accordance with Section 388 of the DGCL and the Cayman Islands Companies Law (2018 Revision) (the “Domestication”);

WHEREAS, following the Domestication but immediately prior to Closing, TPG Pace II Sponsor, LLC, a Cayman Islands limited liability company (the “Initial Sponsor”) exchanged (i) 7,800,000 shares of Class F common stock, par value $0.0001 per share, of the Company (“Class F Common Stock”) for an equal number of shares of Class A-1 common stock, par value $0.0001 per share, of the Company (“Shares”) and (ii) 2,000,000 shares of Class F Common Stock for an equal number of shares of Class A-2 common stock, par value $0.0001 per share, of the Company (“Class A-2 Common Stock”), as set forth in the Transaction Agreement (the “TPG Exchange”);

WHEREAS, following the Domestication but immediately prior to Closing, the Initial Holders exchanged 200,000 shares of Class F Common Stock for an equal number of Shares, as set forth in the Transaction Agreement (the “Initial Holders Exchange” and, together with the TPG Exchange, the “Exchange”);

WHEREAS, following the Exchange but immediately prior to Closing, the Initial Sponsor distributed all of its Shares and shares of Class A-2 Common Stock to Pace Sponsor, Pace Governance and KP, as set forth in the Transaction Agreement;

WHEREAS, following the Closing, Accel merged with and into New Pace LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“NewCo”), and the separate corporate existence of Accel ceased with NewCo surviving as a direct wholly owned subsidiary of the Company;

WHEREAS, the Company’s Shares are listed on the NYSE;

WHEREAS, the Company, the Initial Sponsor and the Initial Holders previously entered into that certain Registration Rights Agreement dated as of June 27, 2017 (the “Initial Agreement”), pursuant to which the Company granted to the Initial Sponsor and the Initial Holders registration rights with respect to the shares of the Company held by such parties;

WHEREAS, in connection with the Closing and upon entry into this Agreement, the Initial Agreement and all rights and obligations created pursuant thereto will be terminated;

WHEREAS, in connection with the foregoing, the parties hereto now desire to execute this Agreement to replace the Initial Agreement and to set forth the further rights and obligations created hereby; and

WHEREAS, the Company wishes to grant registration rights to certain Holders, including the Restricted Accel Stockholders, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“Accel” has the meaning set forth in the Recitals.

“Accel Founders” has the meaning set forth in the Preamble.

“Accel Management” has the meaning set forth in the Preamble.

“Affiliate” means, with respect to any person, any other person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, another person. The term “control” and its derivatives with respect to any person mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise; provided, that no Holder shall be deemed an Affiliate of the Company or any of its Subsidiaries for the purposes of this Agreement.

“Agreement” has the meaning set forth in the Preamble.

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“Block Trade” has the meaning set forth in Section 2.5.

“Block Trade Notice” has the meaning set forth in Section 2.5.

“Block Trade Offer Notice” has the meaning set forth in Section 2.5.

“Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York.

“Class A-2 Common Stock” has the meaning set forth in the Recitals.

“Class F Common Stock” has the meaning set forth in the Recitals.

“Closing” means the closing of the transactions contemplated by the Transaction Agreement.

“Company” has the meaning set forth in the Preamble.

“Demand Registration” has the meaning set forth in Section 2.1.

“Demand Registration Notice” has the meaning set forth in Section 2.1.

“Demand Registration Statement” has the meaning set forth in Section 2.1.

“Demanding Holder” has the meaning set forth in Section 2.1(i).

“Demanding Takedown Holder” has the meaning set forth in Section 2.3(iii).

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“Domestication” has the meaning set forth in the Recitals.

“$” means United States dollars.

“Effective Date” has the meaning set forth in the Preamble.

“Exchange” has the meaning set forth in the Recitals.

“FINRA” means the Financial Industry Regulatory Authority.

“Founder Shares Lock-up Period” means the period ending on the earlier of (i) one year following the Effective Date, (ii) subsequent to the Effective Date, if the last sale price of the Shares equals or exceeds $15.00 per Share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one hundred fifty (150) days after the Effective Date and (iii) the date following the Effective Date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Shares for cash, securities or other property.

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“General Disclosure Package” has the meaning set forth in Section 7.1(i).

“Holder” or “Holders” has the meaning set forth in the Preamble.

“Indemnified Party” has the meaning set forth in Section 7.3.

“Indemnifying Party” has the meaning set forth in Section 7.3.

“Initial Agreement” has the meaning set forth in the Recitals.

“Initial Holders” means Chad Leat, Kathleen Philips, Robert Suss, Paul Walsh and Kneeland Youngblood.

“Initial Holders Exchange” has the meaning set forth in the Recitals.

“Initial Sponsor” has the meaning set forth in the Recitals.

“KP” has the meaning set forth in the Preamble.

“Law” means, in any applicable jurisdiction, any applicable statute or law (including common law), ordinance, rule, treaty, code or regulation and any decree, injunction, judgment, order, ruling, assessment, writ or other legal requirement, in any such case, of any applicable governmental entity.

“Lock-Up Agreement” has the meaning set forth in Section 6.5.

“Major Accel Stockholders” has the meaning set forth in the Preamble.

“NewCo” has the meaning set forth in the Recitals.

“NYSE” means the New York Stock Exchange.

“Offer Notice” has the meaning set forth in Section 2.1.

“Opt-Out Notice” has the meaning set forth in Section 4.2.

“Pace Governance” has the meaning set forth in the Preamble.

“Pace Sponsor” has the meaning set forth in the Preamble.

“Permitted Transferee” of a Holder means any person in which the Holder owns a majority of the equity interests or any other investment entity that is controlled, advised or managed by the same person or persons that control the Holder or is an Affiliate of such person.

“Piggyback Holder” has the meaning set forth in Section 3.2.

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“Piggyback Registration Statement” has the meaning set forth in Section 3.1.

“Pro Rata Percentage” means, with respect to a Major Accel Stockholder, the percentage obtained by dividing the number of Shares held by such Major Accel Stockholder, as applicable, by the total aggregate number of Shares held by Pace Sponsor, Pace Governance, KP and all of the Major Accel Stockholders.

“Registrable Shares” means, with respect to any Holder, the Shares held by such Holder in the Company or any successor to the Company (including Shares acquired on or after the Effective Date or issuable upon the exercise of Warrants or conversion, exchange or redemption of any other security therefor), excluding any such Shares that (i) have been disposed of pursuant to any offering or sale in accordance with a Registration Statement, or have been sold pursuant to Rule 144 or Rule 145 (or any successor provisions) under the Securities Act or in any other transaction in which the purchaser does not receive “restricted securities” (as that term is defined for purposes of Rule 144), (ii) have been transferred to a transferee that has not agreed in writing and for the benefit of the Company to be bound by the terms and conditions of this Agreement, or (iii) have ceased to be of a class of securities of the Company that is listed and traded on a recognized national securities exchange or automated quotation system. Notwithstanding the foregoing, with respect to any Holder, such Holder’s Shares shall not constitute Registrable Shares if all of such Holder’s Shares (together with any Shares held by Affiliates of such Holder) are eligible for immediate sale in a single transaction pursuant to Rule 144 with no volume or other restrictions or limitations under Rule 144.

“Registration Expenses” means all expenses incurred in connection with the preparation, printing and distribution of any Registration Statement and Prospectus and all amendments and supplements thereto, and any and all expenses incident to the performance by the Company of its registration obligations pursuant to this Agreement, including: (i) all registration, qualification and filing fees; (ii) all fees and expenses associated with a required listing of the Registrable Shares on any securities exchange or market; (iii) fees and expenses with respect to filings required to be made with NYSE (or such other securities exchange or market on which the Shares are then listed or quoted) or FINRA; (iv) fees and expenses of compliance with securities or “blue sky” laws; (v) fees and expenses related to registration in any non-U.S. jurisdictions, as applicable; (vi) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters, costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters, and expenses of any special audits incident to or required by any such registration); (vii) all internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties); (viii) the fees and expenses of any person, including special experts, retained by the Company in connection with the preparation of any Registration Statement; (ix) printer, messenger, telephone and delivery expenses; and (x) the reasonable fees and disbursements of one special legal counsel to represent all of the Holders participating in any such registration.

“Registration Statement” and “Prospectus” refer, as applicable, to the Demand Registration Statement and related prospectus (including any preliminary prospectus) or the Piggyback Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holders’ registration rights pursuant to this Agreement, including, in each case, any documents incorporated therein by reference.

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“Restricted Accel Stockholders” has the meaning set forth in the Preamble.

“Rule 144” has the meaning set forth in Section 2.1.

“S-3 Registration” has the meaning set forth in Section 2.3(ii).

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Shares” has the meaning set forth in the Recitals.

“Shelf Registration” has the meaning set forth in Section 2.3(i).

“Significant Accel Stockholders” has the meaning set forth in the Preamble.

“Subsidiary” means, with respect to a specified person, any corporation, partnership, limited liability company, limited liability partnership, joint venture, or other legal entity of which the specified person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the voting stock or other equity or partnership interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such legal entity, or of which the specified person controls the management.

“Suspension Event” has the meaning set forth in Section 5.1.

“Takedown Offer Notice” has the meaning set forth in Section 2.3(iv).

“Takedown Request Notice” has the meaning set forth in Section 2.3(iv).

“TPG Exchange” has the meaning set forth in the Recitals.

“Transaction Agreement” has the meaning set forth in the recitals to this Agreement.

“Transfer” means, with respect to any Shares, every absolute or conditional method of transferring a legal or equitable, record or beneficial, direct or indirect ownership (including through the transfer of capital stock of any person that holds, or controls any person that holds, such interest) of such Shares, or a part thereof, whether voluntarily, involuntarily, or by operation of Law (including a change in beneficiaries or trustees of a trust) and including directly or indirectly selling, assigning, transferring, conveying, giving away, pledging, mortgaging, or otherwise creating, incurring or assuming any encumbrance with respect to, such interest.

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“Underwritten Shelf Takedown” has the meaning set forth in Section 2.3(iii).

“Warrants” means the Company’s warrants exercisable for Shares.

SECTION 2. DEMAND REGISTRATION RIGHTS

2.1    Demand Rights.

(i)    Subject to Sections 4.1 and 11.16 below, at any time, and from time to time after the Effective Date, if any of Pace Sponsor, Pace Governance, the Accel Founders or the Restricted Accel Stockholders (A) (together with each of their respective Affiliates) then holds not less than $10 million of Registrable Shares (as determined by reference to the volume weighted average price for such Registrable Shares on the NYSE (or such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date) or (B) is subject to Section (b)(2) of Rule 144 of the Securities Act with respect to such Holder’s Registrable Shares, then such Holder (the “Demanding Holder”) may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of its request to have some or all of its Registrable Shares registered for sale (such request, a “Demand Registration”). Upon receipt of the Demand Registration Notice, if the Company has not already caused the Registrable Shares to be registered on a Shelf Registration that the Company then has on file with, and has been declared effective by, the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its commercially reasonable efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or thirty (30) calendar days in the case of an S-3 Registration pursuant to Section 2.3(ii)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder, and any other Holders that elect to register their Registrable Shares as provided below, of all of the Registrable Shares requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC (i) with respect to the first such Demand Registration Statement, within six (6) months after the Effective Date, and (ii) with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Shares as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Shares as each such Holder may request. Holders who wish to include their Registrable Shares in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the

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Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which all of the Registrable Shares held by the Holders that are registered for resale under the Demand Registration Statement are eligible for immediate sale in a single transaction pursuant to Rule 144 (or any successor provision) under the Securities Act (“Rule 144”) without volume or other restrictions or limitations under Rule 144 and (ii) the date on which the Holders consummate the sale of all of the Registrable Shares registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company is not obligated to take any action upon receipt of a Demand Registration Notice delivered within ninety (90) days of a prior Demand Registration Notice.

(ii)    If a Demanding Holder intends to distribute the Registrable Shares covered by the Demand Registration Notice by means of an underwritten offering, it shall so advise the Company as a part of the Demand Registration Notice. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company that in the opinion of such underwriter, the distribution of all of the Registrable Shares requested to be registered would materially and adversely affect the distribution of all of the securities to be underwritten, then (i) the Company shall deliver to the registering Holders a copy of such underwriter’s opinion, which opinion shall be in writing and shall state the reasons for such opinion, and (ii) the number of Registrable Shares that may be included in such registration shall be allocated (A) first, to the Holders electing to register their Registrable Shares on a pro rata basis based on the relative number of Registrable Shares requested by each such Holder to be included in such Demand Registration; and (B) second, to the other persons proposing to register securities in such registration, if any; provided, however, that the number of Registrable Shares to be included in such underwritten offering shall not be reduced unless all other securities are entirely excluded from such underwriting. Any Registrable Shares excluded or withdrawn from such underwritten offering shall be withdrawn from the registration.

2.2    Withdrawal of Exercise of Demand Rights. If, at any time after delivering a Demand Registration Notice and prior to the effective date of the Demand Registration Statement filed in connection with such Demand Registration, the Demanding Holder shall determine for any reason not to proceed with the proposed Demand Registration, such Demanding Holder may at its election give written notice of such determination to the Company and the Holders and thereupon the Company shall be relieved of its obligation to register any Registrable Shares in connection with such Demand Registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith).

2.3    Shelf Registration.

(i)    A Demanding Holder shall be permitted to request that any registration under this Section 2 be made on a form of registration permitting the offer and sale of Registrable Shares under Rule 415 under the Securities Act (such registration, a “Shelf Registration”). The Company shall use its commercially reasonable efforts to effect such Shelf Registration and to keep it continuously effective until such date on which the Shares covered by such Shelf Registration are no longer Registrable Shares. During the period that the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if

8

required by the Securities Act or if reasonably requested by a Demanding Holder or an underwriter of Registrable Shares to be sold pursuant thereto, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

(ii)    With respect to a Demand Registration Notice to be delivered at any time after the first date on which the Company is eligible to file a registration statement filed under the Securities Act on Form S-3 or such similar or successor form as may be appropriate (an “S-3 Registration”), a Demanding Holder may include in the Demand Registration Notice a request that the Company effect an S-3 Registration. In such event, the Company shall be required to effect an S-3 Registration in accordance with the terms hereof, unless at the time of the request Form S-3 or such similar or successor form is not available to the Company for such offering.

(iii)    At any time and from time to time after the effectiveness of a Shelf Registration or S-3 Registration, any Holder (other than the Initial Holders and each of their Permitted Transferees) with Registrable Shares included on such Shelf Registration or S-3 Registration (a “Demanding Takedown Holder”) may request to sell all or any portion of its Registrable Shares included thereon in an underwritten offering that is registered pursuant to such Shelf Registration or S-3 Registration (an “Underwritten Shelf Takedown”); provided that in the case of an Underwritten Shelf Takedown such Demanding Takedown Holder(s) will be entitled to make such request only if the total offering price of the Shares to be sold in such offering (before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $10 million. Notwithstanding the foregoing, the Company is not obligated to effect an Underwritten Shelf Takedown within ninety (90) days after the closing of a prior Underwritten Shelf Takedown.

(iv)    Any requests for an Underwritten Shelf Takedown shall be made by giving written notice to the Company (a “Takedown Request Notice”). The Takedown Request Notice shall specify the approximate number of Registrable Shares to be sold in the Underwritten Shelf Takedown. Within five (5) days after receipt of any Takedown Request Notice, the Company shall give written notice of the requested Underwritten Shelf Takedown (the “Takedown Offer Notice”) to all other Holders (other than the Initial Holders and each of their Permitted Transferees) and, subject to the provisions of Section 2.3(v) hereof, shall include in the Underwritten Shelf Takedown all Registrable Shares with respect to which the Company has received written requests for inclusion therein within three (3) days after sending the Takedown Offer Notice.

(v)    Notwithstanding any other provision of this Section 2.3, if the underwriter advises the Company that in the opinion of such underwriter, the distribution of all of the Registrable Shares requested to be sold in an Underwritten Shelf Takedown would materially and adversely affect the distribution of all of the securities to be underwritten, then (i) the Company shall deliver to the participating Holders a copy of such underwriter’s opinion, which opinion shall be in writing and shall state the reasons for such opinion, and (ii) the number of Registrable Shares that may be included in such Underwritten Shelf Takedown shall be allocated (A) first, to the Holders electing to sell their Registrable Shares on a pro rata basis based on the relative number of Registrable Shares requested by each such Holder to be included in such Underwritten Shelf Takedown; and (B) second, to the other persons proposing to sell securities in such Underwritten Shelf Takedown, if any; provided, however, that the number of Registrable Shares to be included in such Underwritten Shelf Takedown shall not be reduced unless all other securities are entirely excluded from such Underwritten Shelf Takedown.

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2.4    Selection of Underwriter. A Demanding Holder or a Demanding Takedown Holder shall have the right to select the underwriter or underwriters to administer any underwritten Demand Registration offering or Underwritten Shelf Takedown under a Demand Registration Statement, including any Shelf Registration or S-3 Registration; provided that such underwriter or underwriters shall be reasonably acceptable to the Company.

2.5    Block Trades. Notwithstanding anything contained in this Section 2, in the event of a sale of Registrable Shares in an underwritten transaction requiring the involvement of the Company but not involving (i) any “road show” or (ii) a lock-up agreement of more than sixty (60) days to which the Company is a party, and which is commonly known as a “block trade” (a “Block Trade”), (1) the Demanding Holder or Demanding Takedown Holder, as applicable, shall (i) give at least five (5) Business Days prior notice in writing (the “Block Trade Notice”) of such transaction to the Company and (ii) identify the potential underwriter(s) in such notice with contact information for such underwriter(s); and (2) the Company shall cooperate with such requesting Holder or Holders, to the extent it is reasonably able to, to effect such Block Trade. The Company shall give written notice (the “Block Trade Offer Notice”) of the proposed Block Trade to all Holders holding Registrable Shares as soon as practicable (but in no event more than two (2) Business Days following the Company’s receipt of the Block Trade Notice), and such notice shall offer such Holders the opportunity to participate in such Block Trade by providing written notice of intent to so participate within two (2) Business Days following receipt of the Block Trade Offer Notice. Any Block Trade shall be for at least $10 million in expected gross proceeds. The Company shall not be required to effectuate more than two (2) Block Trades in any 90-day period. For the avoidance of doubt, a Block Trade shall not constitute an Underwritten Shelf Takedown. The Holders of at least a majority of the Registrable Shares being sold in any Block Trade shall select the underwriter(s) to administer such Block Trade; provided that such underwriter(s) shall be reasonably acceptable to the Company.

SECTION 3. INCIDENTAL OR “PIGGY-BACK” REGISTRATION.

3.1    Piggy-Back Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of its Shares, whether to be sold by the Company or by one or more selling security holders, other than (A) a Demand Registration Statement (in which case the ability of a Holder to participate in such Demand Registration Statement shall be governed by Section 2) or (B) a registration statement (i) on Form S-8 or any successor form to Form S-8 or in connection with any employee or director welfare, benefit or compensation plan, (ii) in connection with an exchange offer or an offering of securities exclusively to existing security holders of the Company or its Subsidiaries or (iii) relating to a transaction pursuant to Rule 145 of the Securities Act, the Company shall give written notice of the proposed registration to all Holders holding Registrable Shares at least five (5) calendar days prior to the filing of the Registration Statement. Subject to Section 11.16 below, each Holder holding Registrable Shares shall have the right to request that all or any part of its Registrable Shares be contained in the Registration Statement by giving written notice to the Company within three (3) calendar days after receipt of the foregoing notice by the Company. Subject to the provisions of Sections 3.2, 3.3 and 6.2 the Company will include all such Registrable Shares

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requested to be included by the Holders in the Piggyback Registration Statement. For purposes of this Agreement, any registration statement of the Company in which Registrable Shares are included pursuant to this Section 3 shall be referred to as a “Piggyback Registration Statement.” For the purposes of clarity, any registration effected pursuant to this Section 3.1 shall not be counted as a registration pursuant to a Demand Registration.

3.2    Withdrawal of Exercise of Piggy-Back Rights. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Piggyback Registration Statement filed in connection with such registration, the Company or any other holder of securities that initiated such registration (a “Piggyback Holder”) shall determine for any reason not to proceed with the proposed registration, the Company may at its election (or the election of such Piggyback Holder(s), as applicable) give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith).

3.3    Underwritten Offering. If a registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities which the Company and the holders of the Registrable Shares and any other persons intend to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then the number of such securities to be included in such registration shall be reduced to such extent, and the Company will include in such registration such maximum number of securities as follows: (i) first, all of the securities the Company proposes to sell for its own account, if any, provided that the registration of such securities was initiated by the Company with respect to securities intended to be registered for sale for its own account; and (ii) second, such number of Registrable Shares requested to be included in such registration by the Holders which, in the opinion of such managing underwriter can be sold without having the adverse effect described above, which number of Registrable Shares shall be allocated on a pro rata basis based on the relative number of Registrable Shares requested by each such Holder to be included in such offering.

3.4    Selection of Underwriter. Except to the extent Section 2.4 applies, Registrable Shares proposed to be registered and sold under this Section 3 pursuant to an underwritten offering for the account of the Holders holding Registrable Shares shall be sold to prospective underwriters selected by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company, the Holders participating in such offering and any other Holders demanding registration and the prospective underwriters.

SECTION 4. LIMITATIONS ON REGISTRATION RIGHTS

4.1    Limitations on Registration Rights. Each Holder, together with all Permitted Transferees of such Holder, shall be entitled, collectively, to continue to exercise the registration rights under Section 2 of this Agreement until such Holder (and its Permitted Transferees) no longer holds Registrable Shares representing at least $5 million (as determined with reference to the volume weighted average price for such Registrable Shares on the NYSE (or

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such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date), and each such exercise of a registration right under this Agreement shall be with respect to a minimum of $5 million (based on the anticipated aggregate gross proceeds) of the outstanding Registrable Shares of the Company (or all of the Registrable Shares of such Holder or Holders, if less than $5 million of the outstanding Registrable Shares of the Company are held by such Holder or Holders), as determined by reference to the volume weighted average price for such Registrable Shares on the NYSE (or such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date.

4.2    Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Demand Registration Statement pursuant to Section 2.1, the withdrawal of any Demand Registration Statement pursuant to Section 2.2, the proposed filing of any Piggyback Registration Statement pursuant to Section 3.1, the withdrawal of any Piggyback Registration Statement pursuant to Section 3.2 or any Suspension Event pursuant to Section 5.1; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), (i) the Company shall not deliver any such notice to such Holder pursuant to Sections 2.1, 2.2, 3.1, 3.2 or 5.1, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 4.2 and the related suspension period remains in effect, the Company will so notify such Holder, within one (1) Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of Suspension Event, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Event immediately upon its availability.

SECTION 5. SUSPENSION OF OFFERING

5.1    Suspension of Offering. Notwithstanding the provisions of Section 2 or Section 3, the Company shall be entitled to postpone the effectiveness of the Registration Statement, and from time to time to require Holders not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its Subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors (“Board”) reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the

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Registration Statement or related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not misleading, each Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Shares under the Registration Statement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company in accordance with Section 10.1 unless otherwise required by Law or subpoena. If so directed by the Company, each Holder will deliver to the Company or, in each such Holder’s sole discretion destroy, all copies of the Prospectus covering the Registrable Shares in such Holder’s possession. In the event the Company provides written notice of a Suspension Event to the Holders, the Company agrees to concurrently provide a copy of such written notice to ControlRoom@tpg.com.

SECTION 6. REGISTRATION PROCEDURES

6.1    Obligations of the Company. When the Company is required to effect the registration of Registrable Shares under the Securities Act pursuant to this Agreement, the Company shall:

(i)    use commercially reasonable efforts to register or qualify the Registrable Shares by the time the applicable Registration Statement is declared effective by the SEC under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder may reasonably request in writing, to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement, and to do any and all other similar acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition of the Registrable Shares owned by the Holders in each such jurisdiction; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Agreement, (B) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation or (C) take any action that would subject it to the general service of process in any jurisdiction where it is not then so subject;

(ii)    prepare and file with the SEC such amendments and supplements as to the Registration Statement and the Prospectus used in connection therewith as may be necessary (A) to keep such Registration Statement effective and (B) to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Shares covered by such Registration Statement, in each case for such time as is contemplated in the applicable provisions above;

(iii)    promptly furnish, without charge, to the Holders such number of copies of the Registration Statement, each amendment and supplement thereto (in each case including all exhibits), and the Prospectus included in such Registration Statement (including each preliminary Prospectus) in conformity with the requirements of the Securities Act, the documents incorporated by reference in such Registration Statement or Prospectus, and such other documents as the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares owned by the Holders;

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(iv)    promptly notify the Holders: (A) when the Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (B) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose, (C) of any delisting or pending delisting of the Shares by any national securities exchange or market on which the Shares are then listed or quoted, and (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose;

(v)    use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement, and, if any such order suspending the effectiveness of a Registration Statement is issued, shall promptly use commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible moment;

(vi)    until the expiration of the period during which the Company is required to maintain the effectiveness of the applicable Registration Statement as set forth in the applicable sections hereof, promptly notify the Holders: (A) of the existence of any fact of which the Company is aware or the happening of any event that has resulted, or could reasonably be expected to result, in (x) the Registration Statement, as is then in effect, containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading or (y) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading, and (B) of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure and post-effective amendment;

(vii)    if any event or occurrence giving rise to an obligation of the Company to notify the Holders pursuant to Section 6.1(vi) takes place, subject to Section 5.1, the Company shall prepare and, to the extent the exemption from prospectus delivery requirements in Rule 172 under the Securities Act is not available, furnish to the Holders a reasonable number of copies of a supplement or post-effective amendment to such Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document, and shall use commercially reasonable efforts to have such supplement or amendment declared effective, if required, as soon as practicable following the filing thereof, so that (A) such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (B) as thereafter delivered to the purchasers of the Registrable Shares being sold thereunder, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

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(viii)    use commercially reasonable efforts to cause all such Registrable Shares to be listed or quoted on the national securities exchange or market on which the Shares are then listed or quoted, if the listing or quotation of such Registrable Shares is then permitted under the rules of such national securities exchange or market;

(ix)    if requested by any Holder participating in an offering of Registrable Shares, as soon as practicable after such request, but in no event later than ten (10) calendar days after such request, incorporate in a prospectus supplement or post-effective amendment such information concerning the Holder or the intended method of distribution as the Holder reasonably requests to be included therein and is reasonably necessary to permit the sale of the Registrable Shares pursuant to the Registration Statement, including information with respect to the number of Registrable Shares being sold, the purchase price being paid therefor and any other material terms of the offering of the Registrable Shares to be sold in such offering; provided, however, that the Company shall not be obligated to include in any such prospectus supplement or post-effective amendment any requested information that is not required by the rules of the SEC and is unreasonable in scope compared with the Company’s most recent prospectus or prospectus supplement used in connection with a primary or secondary offering of equity securities by the Company;

(x)    in connection with the preparation and filing of any Registration Statement, the Company will give the Holders offering and selling thereunder and their respective counsels the opportunity to review and provide comments on such Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto (other than amendments or supplements that do not make any material change in the information related to the Company) (provided that the Company shall not file any such Registration Statement including Registrable Shares or an amendment thereto or any related prospectus or any supplement thereto to which such Holders or the managing underwriter or underwriters, if any, shall reasonably object in writing), and give each of them such access to its books and records and such opportunities to discuss the business of the Company and its Subsidiaries with its officers, its counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the Holder’s and such underwriters’ respective counsel, to conduct a reasonable due diligence investigation within the meaning of the Securities Act;

(xi)    provide a transfer agent and registrar, which may be a single entity, and a CUSIP number for the Registrable Shares not later than the effective date of the first Registration Statement filed hereunder;

(xii)    cooperate with the Holders who hold Registrable Shares being offered to facilitate the timely preparation and delivery of certificates for the Registrable Shares to be offered pursuant to the applicable Registration Statement and enable such certificates for the Registrable Shares to be in such denominations or amounts as the case may be, as the Holders may reasonably request, and, within two (2) Business Days after a Registration Statement which includes Registrable Shares is declared effective by the SEC, the Company shall deliver, or shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registrable Shares (with copies to the Holders whose Registrable Shares are included in such Registration Statement) an appropriate instruction and opinion of such counsel;

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(xiii)    enter into an underwriting agreement in customary form and substance reasonably satisfactory to the Company, the Holders and the managing underwriter or underwriters of the public offering of Registrable Shares, if the offering is to be underwritten, in whole or in part, provided that the Holders may, at their option, require that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of the Holders. The Holders shall not be required to make any representations or warranties to or agreement with the Company or the underwriters other than representations, warranties or agreements regarding the Holders and their intended method of distribution and any other representation or warranty required by Law. The Company shall cooperate and participate in the marketing of Registrable Shares, including participating in customary “roadshow” presentations, as the Holders and/or the managing underwriters may reasonably request, provided that the Company shall not be required to participate in any such presentation in connection with an offering of Registrable Shares for anticipated aggregate gross proceeds of less than $50 million; provided, further that the Company and members of its management team will participate in customary investor conference calls related to a contemplated public offering of Registrable Shares (including any Block Trade) reasonably requested by the Holders and/or the managing underwriter without regard to the anticipated aggregate gross proceeds of such contemplated offering;

(xiv)    furnish, at the request of a Holder on the date that any Registrable Shares are to be delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such Shares are being sold through underwriters, or, if such Shares are not being sold through underwriters, on the date that the Registration Statement with respect to such Shares becomes effective, (A) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters, if any, to such Holder and (B) a letter dated such date, from the independent certified public accountants of the Company who have certified the Company’s financial statements included in such Registration Statement, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to such Holder;

(xv)    make available to the Holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month of the first fiscal quarter after the effective date of the applicable Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder; provided that such requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-K, 10-Q and 8-K under the Securities Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto; and

(xvi)    take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Shares pursuant to the applicable Registration Statement.

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6.2    Obligations of the Holders. In connection with any Registration Statement utilized by the Company to satisfy the provisions of this Agreement, each Holder agrees to reasonably cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that such cooperation shall include (i) responding within five (5) Business Days to any written request by the Company to provide or verify information regarding the Holder or the Holder’s Registrable Shares (including the proposed manner of sale) that may be required to be included in any such Registration Statement pursuant to the rules and regulations of the SEC, and (ii) providing in a timely manner information regarding the proposed distribution by the Holder of the Registrable Shares and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in any Registration Statement and related Prospectus.

6.3    Participation in Underwritten Registrations. No Holder may participate in any underwritten registration, Underwritten Shelf Takedown or Block Trade hereunder unless such Holder (i) agrees to sell his, her or its Registrable Shares on the basis provided in the applicable underwriting arrangements (which shall include a customary form of underwriting agreement, which shall provide that the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of the participating Holders) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in customary form as reasonably required under the terms of such underwriting arrangements; provided, however, that, in the case of each of (i) and (ii) above, if the provisions of such underwriting arrangements, or the terms or provisions of such questionnaires, powers of attorney, indemnities, underwriting agreements or other documents, are less favorable in any respect to such Holder than to any other person or entity that is party to such underwriting arrangements, then the Company shall use commercially reasonable best efforts to cause the parties to such underwriting arrangements to amend such arrangements so that such Holder receives the benefit of any provisions thereof that are more favorable to any other person or entity that is party thereto. If any Holder does not approve of the terms of such underwriting arrangements, such Holder may elect to withdraw from such offering by providing written notice to the Company and the underwriter.

6.4    Offers and Sales. All offers and sales by a Holder under any Registration Statement shall be completed within the period during which the Registration Statement is required to remain effective pursuant to the applicable provision above and not the subject of any stop order, injunction or other order of the SEC. Upon expiration of such period, no Holder will offer or sell the Registrable Shares under the Registration Statement. If directed in writing by the Company, each Holder will return or, in each such Holder’s sole discretion destroy (with written confirmation to the Company of such destruction), all undistributed copies of the applicable Prospectus in its possession upon the expiration of such period.

6.5    Lockup. Subject to Section 11.16, in connection with any underwritten public offering of securities of the Company, each Holder (other than the Initial Holders) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable Shares, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing

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underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 6.5 are waived with respect to any of Pace Sponsor, Pace Governance, KP or the Accel Founders, such provisions of this Section 6.5 shall also be waived with respect to all Holders.

SECTION 7. INDEMNIFICATION; CONTRIBUTION

7.1    Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the extent permitted by applicable Law, each Holder and each person, if any, who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act, and any of their partners, members, managers, officers, directors, trustees, employees or representatives, as follows:

(i)    against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel to such Holders), arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Shares were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act, and together with any preliminary Prospectus and other information conveyed to the purchaser of Registrable Shares at the time of sale (as such terms are used in Rule 159(a) of the Securities Act), the “General Disclosure Package”), the General Disclosure Package, or any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)    against any violation or alleged violation by the Company of the Securities Act, the Securities Exchange Act, any state securities Law or any rule or regulation promulgated under the Securities Act, the Securities Exchange Act or any state securities Law;

(iii)    against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel to such Holders), and to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, any such alleged untrue statement or omission, or any such violation or alleged violation, if such settlement is effected with the written consent of the Company (which consent shall not be unreasonably withheld or delayed); and

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(iv)    against any and all expense whatsoever reasonably incurred (including reasonable fees and disbursements of counsel to such Holders) in investigating, preparing, defending against or participating in (as a witness or otherwise) any litigation, arbitration, action, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, any such alleged untrue statement or omission or any such violation or alleged violation, to the extent that any such expense is not paid under subparagraph (i), (ii) or (iii) above; provided, however, that the indemnity provided pursuant to Sections 7.1 through 7.3 does not apply to any Holder with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information furnished to the Company by such Holder expressly for use in the Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act), the General Disclosure Package (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), or (B) such Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by the Company, if required by Law to have been delivered, if such loss, liability, claim, damage, judgment or expense would not have arisen had such delivery occurred.

7.2    Indemnification by Holder. Each Holder severally and not jointly agrees to indemnify and hold harmless the Company, and each of its directors and officers (including each director and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act, as follows:

(i)    against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Shares of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act), the General Disclosure Package, or any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)    against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), and to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of such Holder; and

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(iii)    against any and all expense whatsoever reasonably incurred (including reasonable fees and disbursements of counsel) in investigating, preparing, defending or participating in (as a witness or otherwise) against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above;

provided, however, that a Holder shall only be liable under the indemnity provided pursuant to Sections 7.1 through 7.3 with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information furnished to the Company by such Holder expressly for use in the Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act), the General Disclosure Package (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) such Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by the Company, if required by Law to have been delivered, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of Sections 7.1 through 7.3, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in excess of the amount of the aggregate net cash proceeds received by such Holder or such permitted assignee, as the case may be, from sales of the Registrable Shares of such Holder under the Registration Statement that is the subject of the indemnification claim.

7.3    Conduct of Indemnification Proceedings. An indemnified party hereunder (the “Indemnified Party”) shall give reasonably prompt notice to the indemnifying party (the “Indemnifying Party”) of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Indemnifying Party (i) shall not relieve it from any liability which it may have under the indemnity provisions of Section 7.1 or 7.2 above, unless and only to the extent it did not otherwise learn of such action and the lack of notice by the Indemnified Party results in the forfeiture by the Indemnifying Party of substantial rights and defenses, and (ii) shall not, in any event, relieve the Indemnifying Party from any obligations to any Indemnified Party other than the indemnification obligation provided under Section 7.1 or 7.2 above. If the Indemnifying Party so elects within a reasonable time after receipt of such notice, the Indemnifying Party may assume the defense of such action or proceeding at such Indemnifying Party’s own expense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed; provided, however, that the Indemnifying Party will not settle, compromise or consent to the entry of any judgment with respect to any such action or proceeding without the written consent of the Indemnified Party unless such settlement, compromise or consent secures the unconditional release of the Indemnified Party; and provided, further, that, if the Indemnified Party reasonably determines that a conflict of interest exists where it is advisable for the Indemnified Party to be represented by separate counsel or that, upon advice of counsel, there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the

20

Indemnifying Party, then the Indemnifying Party shall not be entitled to assume such defense and the Indemnified Party shall be entitled to separate counsel at the Indemnifying Party’s expense. If the Indemnifying Party is not entitled to assume the defense of such action or proceeding as a result of the second proviso to the preceding sentence, the Indemnifying Party’s counsel shall be entitled to conduct the Indemnifying Party’s defense and counsel for the Indemnified Party shall be entitled to conduct the defense of the Indemnified Party, it being understood that both such counsel will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If the Indemnifying Party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the Indemnifying Party will pay the reasonable fees and expenses of counsel for the Indemnified Party. In such event, however, the Indemnifying Party will not be liable for any settlement effected without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If an Indemnifying Party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, the Indemnifying Party shall not be liable for any fees and expenses of counsel for the Indemnified Party incurred thereafter in connection with such action or proceeding.

7.4    Contribution.

(i)    In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Sections 7.1 through 7.3 is for any reason held to be unenforceable by the Indemnified Party although applicable in accordance with its terms, the Indemnified Party and the Indemnifying Party shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Indemnified Party and the Indemnifying Party, in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Indemnifying Party on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, or expenses. The relative fault of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, the Indemnifying Party or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.

(ii)    The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 7.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 7.4, a Holder shall not be required to contribute any amount (together with the amount of any indemnification payments made by such Holder pursuant to Section 7.2) in excess of the amount of the aggregate net cash proceeds received by such Holder from sales of the Registrable Shares of such Holder under the Registration Statement that is the subject of the indemnification claim.

(iii)    Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7.4, each person, if any, who controls a Holder within the meaning of

21

Section 15 of the Securities Act or Section 20 of the Securities Exchange Act, and any of their partners, members, officers, directors, trustees, employees or representatives, shall have the same rights to contribution as such Holder, and each director of the Company, each officer of the Company who signed a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act shall have the same rights to contribution as the Company.

SECTION 8. EXPENSES

8.1    Expenses. The Company will pay all Registration Expenses in connection with each registration of Registrable Shares pursuant to Section 2 or 3. Each Holder shall be responsible for the payment of any and all brokerage and sales commissions, fees and disbursements of the Holder’s counsel that are not Registration Expenses, accountants and other advisors, and any transfer taxes relating to the sale or disposition of the Registrable Shares by such Holder pursuant to any Registration Statement or otherwise.

SECTION 9. RULE 144 REPORTING

9.1    Rule 144 Reporting. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration statement, if the Shares of the Company are registered under the Securities Exchange Act, the Company agrees to:

(i)    make and keep public information available as those terms are understood and defined in Rule 144 at all times after ninety (90) calendar days after the effective date of the first registration statement filed by the Company;

(ii)    file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act (at any time after it has become subject to such reporting requirements);

(iii)    furnish to any Holder, so long as the Holder owns any Registrable Shares, upon request, (A) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to a registration statement (at any time after it so qualifies) and (B) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (C) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form; and

(iv)    provide notice in writing to each Holder that, at such time, has one or more designees on the Board of the beginning and ending of any “blackout period” in connection with the Company’s publicly available issuances from time to time of earnings releases for fiscal quarter or fiscal years.

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SECTION 10. CONFIDENTIALITY

10.1    Confidentiality. To the extent that the information and other material in connection with the registration rights contemplated in this Agreement (in any case, whether furnished before, on or after the Effective Date) constitutes or contains confidential business, financial or other information of the Company or the Holders or their respective Affiliates, each party hereto covenants for itself and its directors, officers, employees and shareholders that it shall use due care to prevent its officers, directors, partners, employees, counsel, accountants and other representatives from disclosing such information to persons other than to their respective authorized employees, counsel, accountants, advisers, shareholders, partners, limited partners or members (or proposed shareholders, partners, limited partners or members or advisers of such persons), and other authorized representatives, in each case, so long as such person agrees to keep such information confidential in accordance with the terms hereof; provided, however, that each Holder or the Company may disclose or deliver any information or other material disclosed to or received by it should such Holder or the Company be advised by its counsel that such disclosure or delivery is required by Law, regulation or judicial or administrative order or process and in any such instance the Holder or the Company, as the case may be, making such disclosure shall use reasonable efforts to consult with the Company prior to making any such disclosure. Notwithstanding the foregoing, a Holder will be permitted to disclose any information or other material disclosed to or received by it hereunder and not be required to provide the aforementioned notice, if such disclosure is in connection with (i) such Holder’s reporting obligations pursuant to Section 13 or Section 16 of the Securities Exchange Act or (ii) a routine audit by a regulatory or self-regulatory authority that maintains jurisdiction over the Holder; provided, however, that such Holder agrees, in the case of (ii) in the preceding clause, to undertake to file an appropriate request seeking to have any information disclosed in connection with such routine audit treated confidentially. For purposes of this Section 10.1, “due care” means at least the same level of care that such Holder would use to protect the confidentiality of its own sensitive or proprietary information. This Section 10.1 shall not apply to information that is or becomes publicly available (other than to a person who by breach of this Agreement has caused such information to become publicly available).

SECTION 11. MISCELLANEOUS

11.1    Waivers. No waiver by a party hereto shall be effective unless made in a written instrument duly executed by the party or parties against whom such waiver is sought to be enforced (provided, where such waiver is sought to be enforced against parties representing a class of interests, no such waiver shall be effective unless made in a written instrument duly executed by at least 90% of the holders of such class of interests), and only to the extent set forth in such instrument. Neither the waiver by any of the parties hereto of a breach or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

11.2    Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, telegraphed, emailed or telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage

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prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) upon receipt of an appropriate electronic answerback or confirmation when so delivered by telegraph or telecopy (to such number specified below or another number or numbers as such Person may subsequently designate by notice given hereunder), (iii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iv) five (5) Business Days after the date of mailing to the address set forth on Schedule E attached to this Agreement or to such other address or addresses as the applicable person may hereafter designate by notice given hereunder.

11.3    Public Announcements and Other Disclosure. No Holder shall make any press release, public announcement or other disclosure with respect to this Agreement without obtaining the prior written consent of the Company, except as permitted pursuant to Section 10.1 or as may be required by Law or by the regulations of any securities exchange or national market system upon which the securities of any such Holder shall be listed or quoted; provided, that in the case of any such disclosure required by Law or regulation, the Holder making such disclosure shall use all reasonable efforts to consult with the Company prior to making any such disclosure.

11.4    Headings and Interpretation. All section and subsection headings in this Agreement are for convenience of reference only and are not intended to qualify the meaning, construction or scope of any of the provisions hereof. The Holders hereby disclaim any defense or assertion in any litigation or arbitration that any ambiguity herein should be construed against the draftsman.

11.5    Entire Agreement; Initial Agreement. This Agreement (including all schedules) constitutes the entire and only agreement among the parties hereto concerning the subject matter hereof, and supersedes any prior agreements or understandings concerning the subject matter hereof. From and after the Closing, the provisions of the Initial Agreement are superseded and replaced in their entirety with this Agreement. Any oral statements or representations or prior written matter with respect thereto not contained herein shall have no force and effect. Except as otherwise expressly provided in this Agreement, no amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by the Company and the Holders that, in the aggregate, hold not less than 90% of the then remaining Registrable Shares; provided, further, that no provision of this Agreement may be amended or modified unless any and each Holder adversely affected by such amendment or modification in a manner different than the other Holders has expressly consented in writing to such amendment or modification.

11.6    Assignment; Successors and Assigns. This Agreement and the rights granted hereunder may not be assigned by any Holder without the written consent of the Company; provided, however, that the rights to cause the Company to register Registrable Shares pursuant to this Agreement may be assigned by a Holder to a Permitted Transferee of such Holder’s Registrable Shares, provided that such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, their successors, heirs, legatees, devisees, permitted assigns, legal representatives, executors and administrators, except as otherwise provided herein.

11.7    Saving Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, is held invalid, the remainder of this Agreement, or

24

the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. If the operation of any provision of this Agreement would contravene the provisions of any applicable Law, such provision shall be void and ineffectual. In the event that applicable Law is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.

11.8    Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all the parties hereto, even though all parties are not signatory to the original or the same counterpart.

11.9    Representations. Each of the parties hereto, as to itself only, represents that this Agreement has been duly authorized and executed by it and that all necessary corporate actions have been taken by it in order for this Agreement to be enforceable against it under all applicable Laws. Each party hereto, as to itself only, further represents that all persons signing this Agreement on such party’s behalf have been duly authorized to do so.

11.10    Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York, without application of the conflict of Laws principles thereof.

11.11    Service of Process and Venue. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the United States District Court of the Southern District of New York, the Supreme Court of the State of New York and the federal courts of the United States of America located in the State of New York in the event any dispute arises out of this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement in any court other than any court of the United States located in the State of New York and (iv) consents to service being made through the notice procedures set forth in Section 11.2 hereof. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail pursuant to Section 11.2 hereof shall be effective service of process for any suit or proceeding in connection with this Agreement.

11.12    Specific Performance. The parties hereto agree that irreparable damage would occur in the event the provisions of this Agreement were not performed in accordance with the terms hereof, and that the Holders and the Company shall be entitled to specific performance of the terms hereof, in addition to any other remedy at Law or equity.

11.13    No Third Party Beneficiaries. It is the explicit intention of the parties hereto that no person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.

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11.14    General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(i)    the terms defined in this Agreement include the plural as well as the singular, and the use of any gender or neuter form herein shall be deemed to include the other gender and the neuter form;

(ii)    references herein to “Sections”, “subsections,” “paragraphs”, and other subdivisions without reference to a document are to designated Sections, paragraphs and other subdivisions of this Agreement;

(iii)    a reference to a paragraph without further reference to a Section is a reference to such paragraph as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions;

(iv)    the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision;

(v)    the term “include”, includes” or “including” shall be deemed to be followed by the words “without limitation”; and

(vi)    the term “person” means any individual, corporation, partnership, limited liability company, association, joint venture, an association, a joint stock company, trust, unincorporated organization, governmental or political subdivision or agency, or any other entity of whatever nature.

11.15    Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) upon the mutual written agreement of each of the parties hereto to terminate this Agreement or (b) such date as no Registrable Shares remain outstanding or issuable pursuant to outstanding Warrants.

11.16    Restriction on Transfer After Closing.

(i)    Unless waived by the Accel Founders or their Permitted Transferees, Pace Sponsor, Pace Governance, KP and the Initial Holders agree not to effect any sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Shares, and not to effect any sale or distribution of any other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (including the Warrants), in each case, prior to the expiration of the Founder Shares Lock-up Period.

(ii)    Unless waived by Pace Governance or its Permitted Transferees, each Major Accel Stockholder agrees not to effect any sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Shares, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (including the Warrants), in each case, during the one hundred eighty (180) calendar day period after the Closing. In the event that all or any portion of the provisions of this Section 11.16(ii) are waived with respect to the Accel Founders, such provisions of this Section 11.16(ii) shall also be waived with respect to the Accel Management, the Significant Accel Stockholders and the Restricted Accel Stockholders, provided, that the terms of this Section 11.16(ii) may be waived in whole or in part with respect to the Significant Accel Stockholders and/or the Restricted Accel Stockholders in connection with an underwritten offering upon approval by the Board and Pace Governance.

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(iii)    For so long as this Agreement remains in effect with respect to such Holder, each Holder agrees not to effect any sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Shares, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (including the Warrants), in each case, if such sale or distribution would or would reasonably be expected to constitute or result in a “change of control” or similar event, as defined under the Company’s or its subsidiaries’ loan, credit or other debt facilities in place on the Effective Date or that may be entered into from time to time, provided that any such future loan, credit or other debt facilities contain substantially similar change of control definitions as those in the loan, credit or other debt facilities in place on the Effective Date. In the event that all or any portion of the provisions of this Section 11.16(iii) are waived with respect to the Accel Founders, Pace Sponsor, Pace Governance or KP, such provisions of this Section 11.16(iii) shall also be waived with respect to all other Holders.

11.17    Coordination. Each Holder agrees and acknowledges that it, he or she shall provide reasonable notice of, communicate in advance, and consult in good faith, with each other Holder and the Company with respect to:

(i)    Any communication with any future or potential investors in the Company;

(ii)    any action required of such Holder in connection with the transactions contemplated by this Agreement;

(iii)    any Transfers of Shares by such Holder, including such Holder’s proposed Transfer of Shares that would or would reasonably be expected to constitute a sale of a material portion of such Holder’s Shares to any Person; and

(iv)    the execution of any Holder’s monetization objectives; provided, that, until [•], (A) a Major Accel Stockholder shall be permitted to sell Shares in excess of its, his or her Pro Rata Percentage of Shares, and (B) to the extent such sale is in connection with an underwritten registration or sale of Shares as set forth in Section 2.1, Section 2.3 or Section 3.3, each Holder agrees to discuss in good faith such sale of Shares in excess of such Major Accel Stockholder’s Pro Rata Percentage of Shares in such underwritten offering, in each case of clauses (A) and (B), subject to Section 6.5 and Section 11.16.

Other than as provided in clauses (i) to (iv) above, and subject to the other terms of this Agreement, each party hereto may purchase or otherwise acquire, or sell or otherwise dispose of Shares of the Company in its sole discretion.

11.18    No Inconsistent Agreements; Additional Rights. The Company shall not hereafter enter into, and is not currently a party to, any agreement (other than the Initial Agreement, which will be terminated on the Effective Date) with respect to its securities that is inconsistent in any material respect with, or superior to, the registration rights granted to the Holders by this Agreement. Notwithstanding any other rights and remedies the Holders may have in respect of the Company or such other party pursuant to this Agreement, if the Company enters into any other

27

registration rights or similar agreement with respect to any of its securities that contains provisions that violate the preceding sentence, the terms and conditions of this Agreement shall immediately be deemed to have been amended without further action by the Company or any of the Holders of Registrable Shares so that such Holders of such Registrable Shares shall each be entitled to the benefit of any such more favorable or less restrictive terms or conditions, as the case may be.

[Signature Page Follows]

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IN WITNESS WHEREOF, the patties hereto have executed this Agreement as of the date first written above.

TPG PACE HOLDINGS CORP.

By:	/s/ Karl Peterson
Name:	Karl Peterson
Title:	Chief Executive Officer and President
TPG PACE II SPONSOR SUCCESSOR, LLC

By:	/s/ Michael LaGatta
Name:	Michael LaGatta
Title:	Vice President
TPG PACE GOVERNANCE, LLC     TPG Holdings III, L.P. By its general partner: TPG Holdings III-A, L.P. By its general partner: TPG Holdings III-A, Inc.

Acting By:	/s/ Michael LaGatta
Name:	Michael LaGatta
PETERSON CAPITAL PARTNERS, L.P.

By:	/s/ Karl Peterson
Name:	Karl Peterson
Title:	Authorized Signatory

Andrew H. Rubenstein
By:	/s/ Andrew H. Rubenstein
Name:	Andrew H. Rubenstein
Title:	Individual
Harry R, LLC
By:	/s/ Andrew H. Rubenstein
Name:	Andrew H. Rubenstein
Title:	Member
Jeffrey C. Rubenstein
By:	/s/ Jeffrey C. Rubenstein
Name:	Jeffrey C. Rubenstein
Title:
Jeffrey C. Rubenstein, as trustee, or his successors in trust, of the Susan Rubenstein Family Trust
By:	/s/ Jeffrey C. Rubenstein
Name:	Jeffrey C. Rubenstein
Title:	Sole Trustee
Gordon S. Rubenstein
By:	/s/ Gordon S. Rubenstein
Name:	Gordon S. Rubenstein
Title:	Individual
Gordon S. Rubenstein and Krista M. Ramonas Joint Revocable Trust
By:	/s/ Gordon S. Rubenstein
Name:	Gordon S. Rubenstein
Title:	Trustee
The PrivateBank & Trust Company, as Custodian of the Gordon Rubenstein SEP IRA
By:	/s/ Gordon S. Rubenstein
Name:	Gordon S. Rubenstein
Title:	Individual
Fund Indy LLC
By:	/s/ Gordon S. Rubenstein
Name:	Gordon S. Rubenstein
Title:	Member
Brian Carroll
By:	/s/ Brian Carroll
Name:	Brian Carroll
Title:
Derek Harmer
By:	/s/ Derek Harmer
Name:	Derek Harmer
Title:	Individual
Michael Pappas
By:	/s/ Michael Pappas
Name:	Michael Pappas
Title:	EVP Business Development and Government Relations
Howard Ankin
By:	/s/ Howard Ankin
Name:	Howard Ankin
Title:	Individual
Bassman Family L.P.
By:	/s/ Abraham Stern
Name:	Abraham Stern
Title:	POA
Bradly Associates Trust
By:	/s/ Sherwin Jarol
Name:	Sherwin Jarol
Title:	Trustee
Crilly Court Trust
By:	/s/ Pamela I. Kaji
Name:	Pamela I. Kaji
Title:	Trustee
Edward H. McDermott under the Edward and Elizabeth McDermott Trust, as now or hereafter amended
By:	/s/ Edward H. McDermott
Name:	Edward H. McDermott
Title:	Trustee
Geneva Venture Investments LLC
By:	/s/ John P. Huber
Name:	John P. Huber
Title:	Member
Grant Place Fund LLC
By:	/s/ David S. Ruttenberg
Name:	David W. Ruttenberg
Title:	President Lakewest Inc., its manager
John Hatherly
By:	/s/ John Hatherly
Name:	John Hatherly
Title:	Individual
James Borello Trust
By:	/s/ James Borello
Name:	James T. Borello
Title:	Trustee
Sherwin Jarol
By:	/s/ Sherwin Jarol
Name:	Sherwin Jarol
Title:
David Nussbaumer
By:	/s/ David Nussbaumer
Name:	David Nussbaumer
Title:	Owner/stockholder
Roth Holdings LLC
By:	/s/ Mitchell Roth
Name:	Mitchell Roth
Title:	Manager
David W. Ruttenberg, solely as trustee, or his successors in trust, of the David W. Ruttenberg Revocable Trust, as now or hereafter named
By:	/s/ David W. Ruttenberg
Name:	David W. Ruttenberg
Title:	Trustee
Sam Sallerson
By:	/s/ Sam Sallerson
Name:	Sam Sallerson
Title:
Abraham J. Stern
By:	/s/ Abraham J. Stern
Name:	Abraham J. Stern
Title:
Clairvest Equity Partners V Limited Partnership
By:	/s/ Michael Wagman
Name:	Michael Wagman
Title:	President
By:	/s/ James H. Miller
Name:	James H. Miller
Title:	Corporate Secretary
Clairvest Equity Partners V-A Limited Partnership
By:	/s/ Michael Wagman
Name:	Michael Wagman
Title:	President
By:	/s/ James H. Miller
Name:	James H. Miller
Title:	Corporate Secretary
CEP V Co-Investment Limited Partnership
By:	/s/ Michael Wagman
Name:	Michael Wagman
Title:	President
By:	/s/ James H. Miller
Name:	James H. Miller
Title:	Corporate Secretary
Initial Holders
/s/ Chad Leat
Name:	Chad Leat
/s/ Kathleen Philips
Name:	Kathleen Philips
/s/ Robert Suss
Name:	Robert Suss
/s/ Paul Walsh
Name:	Paul Walsh

[REGISTRATION RIGHTS AGREEMENT]

SCHEDULE A

Accel Founders

1. [●]

SCHEDULE B

Accel Management

2. [●]

SCHEDULE C

Significant Accel Stockholders

3. [●]¹

¹  NTD: To include any Accel shareholder who will hold at least 1 million shares of New Parent Class A-1 Stock immediately following the Stock Purchase.

SCHEDULE D

Restricted Accel Stockholders²

²  NTD: To include any Accel shareholder who (A) makes a written request to Parent to enter into the Registration Rights Agreement or (B) will be subject to Section (b)(2) of Rule 144 of the Securities Act.

SCHEDULE E

COMPANY:

If to the Company:

c/o TPG Pace Holdings Corp.

301 Commerce St., Suite 3300

Fort Worth, TX 76102

Attn: General Counsel

Email: OfficeofGeneralCounsel@tpg.com

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

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:          Douglas Warner;

                Christopher Machera

Email:               doug.warner@weil.com;

                chris.machera@weil.com

TPG:

If to Pace Sponsor, Pace Governance or KP:

c/o TPG Pace Holdings Corp.

301 Commerce St., Suite 3300

Fort Worth, TX 76102

Attn: General Counsel

Email: OfficeofGeneralCounsel@tpg.com

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

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:          Douglas Warner;

                Christopher Machera

Email:               doug.warner@weil.com;

                chris.machera@weil.com

[ACCEL FOUNDERS]:

If to the [Accel Founders]:

[●]

[ACCEL MANAGEMENT]:

If to the [Accel Management]:

[●]

[SIGNIFICANT ACCEL STOCKHOLDERS]:

If to the [Significant Accel Stockholders]:

[●]

[RESTRICTED ACCEL STOCKHOLDERS]:

If to the [Restricted Accel Stockholders]:

[●]

[INITIAL HOLDERS]:

If to the [Initial Holders]:

[●]

EX-2.3

Exhibit 2.3

EXECUTION VERSION

AMENDMENT NO. 2 TO TRANSACTION AGREEMENT

This AMENDMENT NO. 2 TO TRANSACTION AGREEMENT, dated as of October 3, 2019 (this “Amendment”), is made by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (“Parent”), each of the Persons set forth on Schedule 1 to the Transaction Agreement (as defined below) (each, a “Seller” and collectively, the “Sellers”) and David W. Ruttenberg and John S. Bakalar (as successor to Gordon Rubenstein), (each in their capacity as a “Shareholder Representative” and collectively, the “Shareholder Representatives”). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Transaction Agreement (as defined below).

WHEREAS, Parent, the Sellers and the Shareholder Representatives are parties to the Transaction Agreement, dated as of June 13, 2019, as amended by that certain Amendment No. 1, dated as of July 22, 2019 (the “Transaction Agreement”);

WHEREAS, pursuant to Section 8.13 of the Transaction Agreement, the Transaction Agreement may be amended by Parent and the Shareholder Representatives (which shall bind each Seller), at any time before or after the receipt of the Parent Shareholder Approval, but, after any such adoption, no amendment shall be made which by Law would require the further approval by such shareholders without first obtaining such further approval, and the Transaction Agreement may not be amended except by an instrument in writing signed (including by electronic means) by Parent and the Shareholder Representatives (which shall bind each Seller); and

WHEREAS, each of the parties to the Transaction Agreement as at the date hereof agrees to amend the Transaction Agreement as described below.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment agree as follows:

1. Effective as of the date of this Amendment, the Transaction Agreement is hereby amended as follows:

(a)    Exhibit C to the Transaction Agreement is hereby amended and restated as set forth in Exhibit A hereto.

(b)    Exhibit G to the Transaction Agreement is hereby amended and restated as set forth in Exhibit B hereto.

(c)    Exhibit J to the Transaction Agreement is hereby amended and restated as set forth in Exhibit C hereto.

(d)    Exhibit M to the Transaction Agreement is hereby amended and restated as set forth in Exhibit D hereto.

(e)    Exhibit N to the Transaction Agreement is hereby amended and restated as set forth in Exhibit E hereto.

(f)    Exhibit O to the Transaction Agreement is hereby amended and restated as set forth in Exhibit F hereto.

2.    The parties hereto hereby agree that, except as specifically provided in this Amendment, the Transaction Agreement shall remain in full force and effect without any other amendments or modifications.

3.    The provisions of Sections 8.3 through 8.13 of the Transaction Agreement are hereby incorporated into this Amendment by reference and shall be applicable to this Amendment for all purposes.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, each party has caused this Amendment to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

TPG PACE HOLDINGS CORP.
By:	/s/ Karl Peterson
Name:	Karl Peterson
Title:	Chief Executive Officer and President

2

SHAREHOLDER REPRESENTATIVES:

/s/ David W. Ruttenberg

DAVID W. RUTTENBERG

/s/ John S. Bakalar

JOHN S. BAKALAR

Exhibit A

Exhibit C to Transaction Agreement

(See attached.)

Exhibit B

Exhibit G to Transaction Agreement

(See attached.)

Exhibit C

Exhibit J to Transaction Agreement

(See attached.)

Exhibit D

Exhibit M to Transaction Agreement

(See attached.)

Exhibit E

Exhibit N to Transaction Agreement

(See attached.)

Exhibit F

Exhibit O to Transaction Agreement

(See attached.)

Exhibit G

EX-3.1

Exhibit 3.1

EXHIBIT M

AGREED FORM

CERTIFICATE OF INCORPORATION

OF

TPG PACE HOLDINGS CORP.

1. In this Certificate of Incorporation the following terms shall have the following meanings:

a) “Business Combination” means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (i) must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Fund (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Fund) at the time of the agreement to enter into the Business Combination; and (ii) must not be effectuated with another blank check company or a similar company with nominal operations.

b) “Ordinary Resolution” means a resolution passed by a simple majority of the holders of the Company’s capital stock as, being entitled to do so, vote in person, and includes a unanimous written resolution.

c) “Trust Fund” means the trust account established by the Company upon the consummation of its initial public offering of securities (“IPO”) and into which a certain amount of the net proceeds of the IPO, together with the proceeds of the private placement of the warrants simultaneously with the closing date of the IPO, was deposited.

2. The name of the company is TPG Pace Holdings Corp. (“Company”).

3. The Registered Office of the Company shall be at the offices of Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, in the City of Wilmington, County of New Castle County, State of Delaware, 19807 and the Registered Agent of the Company at such address is Maples Fiduciary Services (Delaware) Inc.

4. The purposes for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any purpose not prohibited by the laws of the State of Delaware.

5. The liability of each holder of capital stock of the Company is limited to the amount unpaid on such holder’s capital stock of the Company.

6. The share capital of the Company is US$22,100 divided into 200,000,000 Class A common stock of a par value of US$0.0001 each (“Class A Shares”), 20,000,000 Class F common stock of a par value of US$0.0001 each (“Class F Shares”) and 1,000,000 preferred shares of a par value of US$0.0001 each.

7. For accounting and tax purposes only, the Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the State of Delaware and to be deregistered in the State of Delaware.

8. Following the initial appointment of directors by the incorporator and prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class F Shares appoint any person to be a director of the Company or may by Ordinary Resolution remove any director of the Company. For the avoidance of doubt, prior to the closing of a Business Combination holders of Class A Shares shall have no right to vote on the appointment or removal of any director of the Company.

9. The name and mailing address of the sole incorporator of the Company are as follows:

Name	Address
Eduardo Tamraz	TPG Global, LLC
	301 Commerce St., Suite 3300
	Fort Worth, TX 76102

[Signature page follows]

2

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this      day of November, 2019.

/s/ Eduardo Tamraz

Eduardo Tamraz

Incorporator

[Signature Page to Certificate of Incorporation of TPG Pace Holdings Corp.]

EX-3.2

Exhibit 3.2

EXHIBIT N

AGREED FORM

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TPG PACE HOLDINGS CORP.

TPG Pace Holdings Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The present name of the Corporation is “TPG Pace Holdings Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 20, 2019 (the “Original Certificate”) under the same name.

2. This Amended and Restated Certificate of Incorporation (this “Amended and Restated Certificate”), which both amends and restates the provisions of the Original Certificate, was duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).

3. Pursuant to Sections 242 and 245 of the DGCL, the text of the Original Certificate is hereby restated and amended in its entirety to read as follows:

ARTICLE I

NAME

The name of the corporation is Accel Entertainment, Inc.

ARTICLE II

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation, including, but not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more businesses.

ARTICLE III

REGISTERED AGENT

The address of the Corporation’s registered office in the State of Delaware is 4001 Kennett Pike, Suite 302, in the City of Wilmington, County of New Castle County, State of Delaware, 19807, and the name of the Corporation’s registered agent at such address is Maples Fiduciary Services (Delaware) Inc.

ARTICLE IV

CAPITALIZATION

Section 4.1    

(a)    Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 281,000,000, consisting of (a) 280,000,000 shares of common stock (the “Common Stock”), including three separate series of Common Stock consisting of (i) 250,000,000 shares of Class A-1 Common Stock (the “Class A-1 Common Stock”), (ii) 10,000,000 shares of Class A-2 Common Stock (the “Class A-2 Common Stock”) and (iii) 20,000,000 shares of Class F Common Stock (the “Class F Common Stock”) and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

(b)    Reclassification. Upon this Amended and Restated Certificate becoming effective pursuant to the DGCL (the “Effective Time”), and without any further action of the Corporation or any stockholder of the Corporation, each share of Class A common stock, par value $0.0001 per share, of the Corporation (the “Class A Common Stock”) issued and outstanding or held as treasury stock, in each case, immediately prior to the Effective Time shall be automatically reclassified and converted into one share of Class A-1 Common Stock. Each stock certificate or book-entry position that, immediately prior to the Effective Time, represented shares of Class A Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of shares of Class A-1 Common Stock into which the shares formerly represented by such certificate or book-entry position have been automatically reclassified and converted pursuant to this Section 4.1(b).

Section 4.2    Preferred Stock.

(a)    Designation. The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.

(b)    Authorized Shares. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding or reserved for issuance) by the affirmative vote of the holders of a majority of the outstanding shares of Class A-1 Common Stock, without a vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders of Preferred Stock is required pursuant to another provision of this Amended and Restated Certificate, including any Preferred Stock Designation.

Section 4.3    Common Stock.

(a)    Class A-1 Common Stock.

(i)    Voting.

(1)    Except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), the holders of the Class A-1 Common Stock shall exclusively possess all voting power with respect to the Corporation.

(2)    Except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), the holders of shares of Class A-1 Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Class A-1 Common Stock are entitled to vote.

(3)    Except as otherwise required by law or this Amended and Restated Certificate (including as set forth in any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, holders of the Class A-1 Common Stock, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), holders of shares of any series of Common Stock shall not be entitled to vote on any amendment to this Amended and Restated Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) or the DGCL.

(ii)    Dividends. Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Preferred Stock and except as otherwise set forth herein, the holders of shares of Class A-1 Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions subject to such rights of the holders of Preferred Stock.

(iii)     Liquidation, Dissolution or Winding Up of the Corporation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, and subject to applicable law and to the rights, if any, of the holders of outstanding Preferred Stock in respect thereof, the holders of shares of Class A-1 Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Class A-1 Common Stock held by them.

(b)    Class A-2 Common Stock. The holders of the Class A-2 Common Stock shall have no voting rights, except for such rights as may be required by law. The number of authorized shares of Class A-2 Common Stock may be increased or decreased (but not below the number of shares of Class A-2 Common Stock then outstanding or reserved for issuance) by the affirmative vote or written consent of the holders of a majority of the Class A-1 Common Stock without a vote or action by holders of the Class A-2 Common Stock. Shares of Class A-2 Common Stock shall automatically be exchanged for shares of Class A-1 Common Stock without action on the part of any person, including the Corporation, upon the terms set forth in that certain Restricted Stock Agreement, dated as of November 20, 2019, by and between the Corporation and the other parties named therein. Upon such exchange such shares of Class A-2 Common Stock will be cancelled and the number of authorized shares of Class A-2 Common Stock shall be reduced by a corresponding number.

(c)    At any time when there are no longer any shares of Class A-2 Common Stock outstanding, Section 4.3(b) and this Section 4.3(c) shall be of no further force or effect.

(d)    Class F Common Stock. Following the filing of this Amended and Restated Certificate with the Secretary of State of the State of Delaware (the “Filing”) and immediately prior to the effectiveness of the Corporation’s business combination contemplated by that certain Transaction Agreement, dated as of June 13, 2019, by and between the Corporation and the other parties named therein: (i) 1,250,000 shares of Class F Common Stock plus any shares of Class F Common Stock necessary to ensure that TPG Pace II Sponsor, LLC’s ownership of shares of Class A-1 Common Stock does not exceed 10.25% of the aggregate ownership of all shares of Class A-1 Common Stock will be surrendered to the Corporation for cancellation, (ii) up to 8,000,000 shares of Class F Common Stock will be exchanged for an equal number of shares of Class A-1 Common Stock and cancelled and (iii) 2,000,000 shares of Class F Common Stock will be exchanged for an equal number of shares of Class A-2 Common Stock and cancelled, and concurrently with such exchanges and cancellations, the number of authorized shares of Class F Common Stock shall be reduced to zero.

(e)    At any time when there are no longer any shares of Class F Common Stock outstanding, Section 4.3(d) and this Section 4.3(e) shall be of no further force or effect.

Section 4.4    Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1    Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Amended and Restated Certificate or the bylaws of the Corporation (the “Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

Section 5.2    Number, Term. The number of directors of the Corporation shall be fixed from time to time in the manner provided in the Bylaws. The Board shall be comprised of directors divided into three classes (Class 1, Class 2 and Class 3), as nearly equal in number as the then total number of directors constituting the entire Board permits. The Board shall be permitted to determine which directors it will place into the three classes. Each director shall serve a staggered three-year term, and the initial directors in Class 1 shall be appointed to hold office until the first annual meeting of stockholders occurring after the date of the Filing, the initial directors in Class 2 shall be appointed to hold office until the second annual meeting of stockholders occurring after the date of the Filing and the initial directors in Class 3 shall be appointed to hold office until the third annual meeting of stockholders occurring after the date of the Filing. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the date of the effectiveness of this Amended and Restated Certificate, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, retirement, disqualification or removal. If the number of directors is changed, any increase or decrease shall be

apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been duly elected and qualified subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Section 5.3    Newly Created Directorships and Vacancies. Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Section 5.4    Removal. Subject to Section 5.2, Section 5.5 and Section 7.4(b) hereof and except as otherwise required by this Amended and Restated Certificate, by and among the Corporation and the other parties named therein, any or all of the directors may be removed from office at any time for cause by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 5.5    Preferred Stock Directors. Notwithstanding any other provision of this ARTICLE V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this ARTICLE V unless expressly provided by such terms.

Section 5.6    Election. Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.

ARTICLE VI

BYLAWS

In furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power and is expressly authorized to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Amended and Restated Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws; and provided further, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

ARTICLE VII

GAMING AND REGULATORY MATTERS

Section 7.1    Definitions. For the purposes of this ARTICLE VII, the following terms shall have the meaning specified below:

(a)    ”Affiliate” (and derivatives of such term) shall have the meaning ascribed to such term under Rule 12b-2 promulgated by the SEC under the Exchange Act.

(b)    ”Affiliated Company” shall mean any partnership, corporation, limited liability company, trust or other entity directly or indirectly Affiliated or under common Ownership or Control with the Corporation including, without limitation, any subsidiary, holding company or intermediary company (as those or similar terms are defined under the Gaming Laws of any applicable Gaming Jurisdictions), in each case that is registered or licensed under applicable Gaming Laws.

(c)    ”Control” (and derivatives of such term) (i) with respect to any Person, shall have the meaning ascribed to such term under Rule 12b-2 promulgated by the SEC under the Exchange Act, (ii) with respect to any Interest, shall mean the possession, directly or indirectly, of the power to direct, whether by agreement, contract, agency or otherwise, the voting rights or disposition of such Interest, and (iii) as applicable, the meaning ascribed to the term “control” (and derivatives of such term) under the Gaming Laws of any applicable Gaming Jurisdictions).

(d)    ”Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(e)    “Fair Market Value” means, with respect to the shares of capital stock being redeemed pursuant to this ARTICLE VII: (i) the volume weighted average closing sales price of such shares during the 10-day period immediately preceding the Redemption Date, as quoted on the New York Stock Exchange, or such other stock exchange upon which such shares of capital stock are then listed or (ii) if such shares are not listed on any stock exchange, the average closing bid quotation with respect to such shares during the 10-day period immediately preceding the Redemption Date on any quotation system then in use; or (iii) if no such quotations are available, the fair market value of such shares on the Redemption Date, as determined in good faith by the Board.

(f)    ”Gaming” or “Gaming Activities” shall mean the conduct of gaming and gambling activities, race books and sports pools, or the use of gaming devices, equipment and supplies in the operation of a casino, simulcasting facility, card club or other enterprise, including, without limitation, slot machines, gaming tables, cards, dice, gaming chips, player tracking systems, cashless wagering systems, mobile gaming systems, inter-casino linked systems and related and associated equipment, supplies and systems.

(g)    ”Gaming Authorities” shall mean all international, national, foreign, domestic, federal, state, provincial, regional, local, tribal, municipal and other regulatory and licensing bodies, instrumentalities, departments, commissions, authorities, boards, officials, tribunals and agencies with authority over or responsibility for the regulation of Gaming within any Gaming Jurisdiction.

(h)    ”Gaming Jurisdictions” shall mean all jurisdictions, domestic and foreign, and their political subdivisions, in which Gaming Activities are or may be lawfully conducted, including, without limitation, all Gaming Jurisdictions in which the Corporation or any of the Affiliated Companies currently conducts or may in the future conduct Gaming Activities.

(i)    ”Gaming Laws” shall mean all laws, statutes and ordinances pursuant to which any Gaming Authority possesses regulatory, permit and licensing authority over the conduct of Gaming Activities, or the Ownership or Control of an Interest in an entity which conducts Gaming Activities, in any Gaming Jurisdiction, all orders, decrees, rules and regulations promulgated thereunder, all written and unwritten policies of the Gaming Authorities and all written and unwritten interpretations by the Gaming Authorities of such laws, statutes, ordinances, orders, decrees, rules, regulations and policies.

(j)    ”Gaming Licenses” shall mean all licenses, permits, approvals, orders, authorizations, registrations, findings of suitability, franchises, exemptions, waivers, concessions and entitlements issued by any Gaming Authority necessary for or relating to the conduct of Gaming Activities by any Person or the Ownership or Control by any Person of an Interest in an entity that conducts or may in the future conduct Gaming Activities.

(k)    ”Interest” shall mean the capital stock or other securities of an entity or any other interest or financial or other stake therein, including, without limitation, the Securities.

(l)    ”Own” or “Ownership” (and derivatives of such terms) shall mean (i) ownership of record, (ii) “beneficial ownership” as defined in Rule 13d-3 or Rule 16a-1(a)(2) promulgated by the SEC under the Exchange Act, and (iii) as applicable, the meaning ascribed to the terms “own” or “ownership” (and derivatives of such terms) under the Gaming Laws of any applicable Gaming Jurisdictions.

(m)    ”Person” shall mean an individual, partnership, corporation, limited liability company, trust or any other entity.

(n)    ”Redemption Date” shall mean the date set forth in the Redemption Notice by which the Unsuitable Person or an Affiliate of an Unsuitable Person is to be paid for the Securities Owned or Controlled by such Unsuitable Person or Affiliate of an Unsuitable Person that were subject to redemption by the Corporation, which redemption date shall be determined in the sole and absolute discretion of the Board but which shall in no event be fewer than 45 calendar days following the date of the Redemption Notice, unless (i) otherwise required by a Gaming Authority or pursuant to any applicable Gaming Laws, (ii) prior to the expiration of such 45-day period, the Unsuitable Person shall have sold (or otherwise fully transferred or otherwise disposed of its Ownership of) its Securities to a Person that is not an Unsuitable Person (in which case, such Redemption Notice will only apply to those Securities that have not been sold or otherwise disposed of by the selling Unsuitable Person) and, commencing as of the date of such sale, the purchaser or recipient of such Securities shall have all of the rights of a Person that is not an Unsuitable Person, or (iii) the cash or other Redemption Price necessary to effect the redemption shall have been deposited in trust for the benefit of the Unsuitable Person or its Affiliate and shall be subject to immediate withdrawal by such Unsuitable Person or its Affiliate upon (1) surrender of the certificate(s) evidencing the Securities to be redeemed accompanied by a duly executed stock power or assignment or (2) if the Securities are uncertificated, upon the delivery of a duly executed assignment or other instrument of transfer.

(o)    ”Redemption Notice” shall mean that notice of redemption delivered by the Corporation pursuant to this ARTICLE VII to an Unsuitable Person or an Affiliate of an Unsuitable Person if a Gaming Authority so requires the Corporation, or if the Board deems it necessary or advisable, to redeem such Unsuitable Person’s or Affiliate’s Securities. Each Redemption Notice shall set forth (i) that the redemption is effective as of the date of the notice, (ii) that the Corporation has either irrevocably deposited or set aside sufficient funds to pay the Redemption Price as of delivery of the Redemption Notice; (iii) that the Corporation covenants to pay the Redemption Price by the Redemption Date, (iv) the number and type of Securities to be redeemed, (v) the Redemption Price and the manner of payment therefor, (vi) if applicable, the place where any certificates for such Securities shall be surrendered for payment, and (vii) if applicable, any other requirements of surrender of the certificates, including how such certificates are to be endorsed, if at all.

(p)    ”SEC” shall mean the U.S. Securities and Exchange Commission.

(q)    ”Securities” shall mean the capital stock of the Corporation (including the Common Stock).

(r)    ”Transfer” shall mean the sale and every other method, direct or indirect, of transferring or otherwise disposing of an Interest, or the Ownership, Control or possession thereof, or fixing a lien thereupon, whether absolutely or conditionally, voluntarily or involuntarily, by or without judicial proceedings, as a conveyance, sale, payment, pledge, mortgage, lien, encumbrance, gift, security, or otherwise (including by merger or consolidation).

(s)    ”Unsuitable Person” shall mean a Person who (i) fails or refuses to file an application, or has withdrawn or requested the withdrawal of a pending application, to be found suitable by any Gaming Authority or for any Gaming License when such finding of suitability or Gaming License is required by Gaming Laws or Gaming Authorities, (ii) is denied or disqualified from eligibility for any Gaming License by any Gaming Authority, (iii) is determined by a Gaming Authority to be unsuitable or disqualified to Own or Control any Securities, (iv) is determined by a Gaming Authority to be unsuitable to be Affiliated, associated or involved with a Person engaged in Gaming Activities in any Gaming Jurisdiction, (v) causes any Gaming License of the Corporation or any Affiliated Company to be lost, rejected, rescinded, suspended, revoked or not renewed by any Gaming Authority, or causes the Corporation or any Affiliated Company to be threatened by any Gaming Authority with the loss, rejection, rescission, suspension, revocation or non-renewal of any Gaming License (in each of (ii) through (v) above, regardless of whether such denial, disqualification or determination by a Gaming Authority is final and/or non-appealable), or (vi) is deemed likely, in the discretion of the Board, acting reasonably and in good faith, to (1) preclude or materially delay, impede, impair, threaten or jeopardize any Gaming License held or desired to be held by the Corporation or any Affiliated Company or the Corporation’s or any Affiliated Company’s application for, right to the use of, entitlement to, or ability to obtain or retain, any Gaming License, or (2) cause or otherwise result in the imposition of any materially burdensome or unacceptable terms or conditions on any Gaming License of the Corporation or any Affiliated Company. The Board shall be required to delineate in reasonable detail its reasons for finding a Person to be an Unsuitable Person under item (vi). Notwithstanding item (vi), a Person shall not be found to be an Unsuitable Person by the Board under item (vi) for purposes of Section 7.4 (i) solely due to such Person’s ownership of gaming assets in any jurisdiction (including a jurisdiction the Corporation operates in or desires to operate in) or (ii) if there is no documented material issue between such Person and a Gaming Authority like the items described in items (i) through (v); provided, however, the Board of Directors shall be entitled, in its discretion, acting reasonably and in good faith, to remove any individual associated with a shareholder from the office of manager, officer, partner or director of the Corporation pursuant to Section 7.4(b)(iv) to the extent the Board determines that such a shareholder is actually competing with the Corporation (including through ownership of gaming assets) in a particular jurisdiction in which the Corporation currently operates. Such a determination shall be effective upon delivery of a notice of such finding to such Person. As of the date of the effectiveness of this Amended and Restated Certificate, the Corporation confirms, to its knowledge, that none of its current shareholders is an Unsuitable Person.

Section 7.2    Compliance with Gaming Laws. All Securities shall be held subject to the restrictions and requirements of all applicable Gaming Laws. All Persons Owning or Controlling Securities shall comply with all applicable Gaming Laws, including any provisions of such Gaming Laws that require such Person to file applications for Gaming Licenses with, and provide information to, the

applicable Gaming Authorities. Any Transfer of Securities may be subject to the prior approval of the Gaming Authorities and/or the Corporation, and any purported Transfer thereof in violation of such requirements shall be void ab initio.

Section 7.3    Ownership Restrictions. Any Person who Owns or Controls five percent (5%) or more of any class or series of the Corporation’s Securities shall promptly notify the Corporation of such fact. In addition, any Person who Owns or Controls any shares of any class or series of the Corporation’s Securities may be required by Gaming Law to (a) provide to the Gaming Authorities in each Gaming Jurisdiction in which the Corporation or any subsidiary thereof either conducts Gaming or has a pending application for a Gaming License all information regarding such Person as may be requested or required by such Gaming Authorities and (b) respond to written or oral questions or inquiries from any such Gaming Authorities. Any Person who Owns or Controls any shares of any class or series of the Corporation’s Securities, by virtue of such Ownership or Control, consents to the performance of any personal background investigation that may be required by any Gaming Authorities. In the event any Person who Owns or Controls any of the Corporation’s Securities fails to comply with their obligations under this Section 7.3, then the Corporation may (i) redeem, in accordance with this ARTICLE VII, such number of the Corporation’s Securities which such Person Owns or Controls, but only in the amount necessary to reduce such Person’s Ownership or Control of the Corporation’s Securities to a level to cause such Person to be in compliance with, or not subject to, Gaming Law or the regulatory requirements of the Gaming Authorities (as the case may be) or (ii) prohibit the Transfer of such Person’s Securities of the Corporation until such time as such Person has complied with their obligations pursuant to this Section 7.3.

Section 7.4    Finding of Unsuitability.

(a)    The Securities Owned or Controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person shall be redeemable by the Corporation, out of funds legally available therefor, as directed by a Gaming Authority and, if not so directed, as and to the extent deemed necessary or advisable by the Board, in which event the Corporation shall deliver a Redemption Notice to the Unsuitable Person or its Affiliate and shall redeem or purchase or cause one or more Affiliated Companies to purchase the Securities by the Redemption Date in accordance with Section 7.5 hereof. From and after delivery of the Redemption Notice, such Securities shall no longer be deemed to be outstanding, such Unsuitable Person or Affiliate of such Unsuitable Person shall cease to be a stockholder, member, partner or owner, as applicable, of the Corporation with respect to such Securities, and all rights of such Unsuitable Person or Affiliate of such Unsuitable Person in such Securities, other than the right to receive the Redemption Price, shall cease. In accordance with the requirements of the Redemption Notice, such Unsuitable Person or its Affiliate shall surrender the certificate(s), if any, representing the Securities to be so redeemed.

(b)    From and after delivery of the Redemption Notice, such Unsuitable Person and its Affiliates shall not: (i) receive any dividend, payment, distribution or interest with regard to the Securities, (ii) exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right conferred by such Securities, and such Securities shall not for any purposes be included in the Securities of the Corporation entitled to vote, or (iii) receive any remuneration that may be due to such Person, accruing after the date of delivery of such Redemption Notice, in any form from the Corporation for services rendered or otherwise, or (iv) be or continue as a manager, officer, partner or director of the Corporation or any Affiliated Company.

Section 7.5    Redemption.

(a)    The redemption price of the shares to be redeemed pursuant to this Section 7.5 will be equal to the Fair Market Value of such shares, or such other redemption price (if any) as may be required by the Gaming Authority making a finding of unsuitability (the “Redemption Price”);

(b)    Subject to the Corporation’s surplus requirements under Delaware law and Section 7.8 hereof, the Redemption Price will be paid, at the Corporation’s election in its sole discretion, in cash or other immediately available funds;

(c)    If less than all the shares held by the Unsuitable Persons are to be redeemed, the shares to be redeemed will be selected in a manner determined by the Board, which may include selection first of the most recently purchased shares thereof, selection by lot, or selection in any other manner determined by the Board;

(d)    From and after delivery of the Redemption Notice, any and all rights of whatever nature, which may be held by the Unsuitable Persons of shares selected for redemption (including without limitation any rights to vote or participate in dividends declared on capital stock of the same class or series as such shares), will cease and terminate and thenceforth the Unsuitable Person will be entitled only to receive the Redemption Price payable upon redemption; and

Section 7.6    Notices. All notices given by the Corporation pursuant to this ARTICLE VII, including Redemption Notices, shall be in writing and shall be deemed given when delivered by personal service, overnight courier, first-class mail, postage prepaid, addressed to the Person at such Person’s address as it appears on the books and records of the Corporation.

Section 7.7    Injunctive Relief. The Corporation shall be entitled to injunctive or other equitable relief in any court of competent jurisdiction to enforce the provisions of this ARTICLE VII and each Person who Owns or Controls Securities shall be deemed to have consented to injunctive or other equitable relief and acknowledged, by virtue of such Ownership or Control, that the failure to comply with this ARTICLE VII will expose the Corporation to irreparable injury for which there is no adequate remedy at law and that the Corporation shall be entitled to injunctive or other equitable relief to enforce the provisions of this ARTICLE VII.

Section 7.8    Non-Exclusivity of Rights. The right of the Corporation to redeem Securities pursuant to this ARTICLE VII shall not be exclusive of any other rights the Corporation may have or hereafter acquire under any agreement or provision of the bylaws of the Corporation. To the extent permitted under applicable Gaming Laws, the Corporation shall have the right, exercisable in the sole discretion of the Board, to propose that the parties, immediately upon the delivery of the Redemption Notice, enter into an agreement or other arrangement, including, without limitation, a divestiture trust or divestiture plan, which will reduce or terminate an Unsuitable Person’s Ownership or Control of all or a portion of its Securities.

Section 7.9    Further Actions. Nothing contained in this ARTICLE VII shall limit the authority of the Board to take such other action, to the extent permitted by law, as it deems necessary or advisable to protect the Corporation or the Affiliated Companies from the denial or loss or threatened denial or loss of any Gaming License of the Corporation or any of its Affiliated Companies. The Board may, to the extent permitted by law, from time to time establish, modify, amend or rescind bylaws, regulations, and procedures of the Corporation not inconsistent with the express provisions of this ARTICLE VII for the purpose of determining whether any Person is an Unsuitable Person and for the orderly application, administration and implementation of the provisions of this ARTICLE VII. Such procedures and regulations shall be kept on file with the Secretary of the Corporation and with the transfer agent, if any, of the Corporation and shall be made available for inspection and, upon reasonable request, mailed to any record holder of Securities.

Section 7.10    Authority of the Board. The Board shall have exclusive authority and power to administer this ARTICLE VII and to exercise all rights and powers specifically granted to the Board, or as may be necessary or advisable in the administration of this ARTICLE VII. All such actions which are done or made by the Board in good faith shall be final, conclusive and binding on the Corporation and all other Persons; provided, that the Board may delegate all or any portion of its duties and powers under this ARTICLE VII to a committee of the Board as it deems necessary or advisable.

Section 7.11    Severability. If any provision of this ARTICLE VII or the application of any such provision to any Person or under any circumstance shall be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this ARTICLE VII.

Section 7.12    Termination and Waivers. Except as may be required by any applicable Gaming Law or Gaming Authority, the Board may waive any of the rights of the Corporation or any restrictions contained in this ARTICLE VII in any instance in which and to the extent the Board determines that a waiver would be in the best interests of the Corporation. Except as required by a Gaming Authority, nothing in this ARTICLE VII shall be deemed or construed to require the Corporation to repurchase any Securities Owned or Controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person.

Section 7.13    Legend. The restrictions set forth in this ARTICLE VII shall be noted conspicuously on any certificate evidencing the Securities in accordance with the requirements of the DGCL and any applicable Gaming Laws.

ARTICLE VIII

MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT

Section 8.1    Meetings. Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, Chief Executive Officer of the Corporation, or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders may not be called by another person or persons.

Section 8.2    Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

Section 8.3    Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

ARTICLE IX

LIMITED LIABILITY; INDEMNIFICATION

Section 9.1    Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director, except for any liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this Section 9.1 by the stockholders of the Corporation or by law shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Section 9.2    Indemnification and Advancement of Expenses.

(a)    To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 9.2(a) or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 9.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 9.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.

(b)    The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 9.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Amended and Restated Certificate, the Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.

(c)    Any repeal or amendment of this Section 9.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Amended and Restated Certificate inconsistent with this Section 9.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely

affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

(d)    This Section 9.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.

ARTICLE X

INSOLVENCY; SALE, LEASE OR EXCHANGE OF ASSETS

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ARTICLE XI

CORPORATE OPPORTUNITY

The doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Amended and Restated Certificate or in the future. In addition to the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the directors or officers of the Corporation unless such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue.

ARTICLE XII

FORUM SELECTION

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents, (iii) any action asserting a claim against the Corporation or any director or officer of the Corporation arising pursuant to any provision of the DGCL or the Corporation’s Certificate or Bylaws (as either may be amended and/or

restated from time to time), or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine, in each such case subject to said court having personal jurisdiction over the indispensable parties named as defendants therein; provided, that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State of Delaware. To the fullest extent permitted by law, any person purchasing or otherwise acquiring any interest in shares of the capital stock of the Corporation shall be deemed to have notice of and consents to the provisions of this ARTICLE XII.

ARTICLE XIII

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Amended and Restated Certificate and the DGCL; and except as set forth in ARTICLE IX, all rights, preferences and privileges of whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to this Amended and Restated Certificate in its present form or as hereafter amended are granted subject to the right reserved in this ARTICLE XIII.

[Signature Page Follows]

IN WITNESS WHEREOF, this Amended and Restated Certificate has been executed by a duly authorized officer of the Corporation as of the date set forth below.

By:	/s/ Karl Peterson
Name:	Karl Peterson
Title:	Chief Executive Officer and President
Date:	November 20, 2019

EX-3.3

Exhibit 3.3

EXHIBIT O

AGREED FORM

BYLAWS OF

TPG PACE HOLDINGS CORP.

(THE “CORPORATION”)

ARTICLE I

OFFICES

Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware.

Section 1.2. Additional Offices. The Corporation may, in addition to its registered office in the State of Delaware, have such other offices and places of business, both within and outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or as the business and affairs of the Corporation may require.

ARTICLE II

STOCKHOLDERS MEETINGS

Section 2.1. Annual Meetings. The annual meeting of stockholders shall be held at such place, either within or without the State of Delaware, and time and on such date as shall be determined by the Board and stated in the notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a). At each annual meeting, the stockholders entitled to vote on such matters shall elect those directors of the Corporation to fill any term of a directorship that expires on the date of such annual meeting and may transact any other business as may properly be brought before the meeting.

Section 2.2. Special Meetings. Subject to the rights of the holders of one or more series of preferred stock of the Corporation (“Preferred Stock”), the Corporation’s Certificate of Incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”) and to the requirements of applicable law, special meetings of stockholders, for any purpose or purposes, may be called only by the Chairman of the Board, the Chief Executive Officer, or the Secretary pursuant to a resolution adopted by a majority of the Whole Board, and may not be called by any other person. Special meetings of stockholders shall be held at such place, either within or without the State of Delaware, and at such time and on such date as shall be determined by the Board and stated in the Corporation’s notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a). For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 2.3. Notices. Notice of each stockholders meeting stating the place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, shall be given in the manner permitted by Section 9.3 to each stockholder entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting, by the Corporation not less than 10 nor more than 60 days before the date of the meeting unless otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”). If said notice is for a stockholders meeting other than an annual meeting, it shall in addition state the purpose or purposes for which the meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in the Corporation’s notice of meeting (or any supplement thereto). Any meeting of stockholders as to which notice has been given may be postponed, and any meeting of stockholders as to which notice has been given may be cancelled, by the Board upon public announcement (as defined in Section 2.7(c)) given before the date previously scheduled for such meeting.

Section 2.4. Quorum. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders of the Corporation, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.

Section 2.5. Voting of Shares.

(a) Voting Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders of record entitled to vote at such meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order for each class of stock and showing the address and the number of shares registered in the name of each stockholder. Nothing contained in this Section 2.5(a) shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any

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stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If a meeting of stockholders is to be held solely by means of remote communication as permitted by Section 9.5(a), then such list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by this Section 2.5(a) or to vote in person or by proxy at any meeting of stockholders.

(b) Manner of Voting. At any stockholders meeting, every stockholder entitled to vote may vote in person or by proxy. If authorized by the Board, the voting by stockholders or proxy holders at any meeting conducted by remote communication may be effected by a ballot submitted by electronic transmission (as defined in Section 9.3), provided that any such electronic transmission must either set forth or be submitted with information from which the Corporation can determine that the electronic transmission was authorized by the stockholder or proxy holder. The Board, in its discretion, or the chairman of the meeting of stockholders, in such person’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

(c) Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies need not be filed with the Secretary of the Corporation until the meeting is called to order, but shall be filed with the Secretary before being voted. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority.

(i) A stockholder may execute a document authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent.

(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which it can be determined that the transmission was authorized by the stockholder. If it is determined that any such transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination, shall specify the information upon which they relied.

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Any copy, facsimile telecommunication or other reliable reproduction of the document (including any electronic transmission) authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original document for any and all purposes for which the original document could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original document.

(d) Required Vote. Subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, at all meetings of stockholders at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. All other matters presented to the stockholders at a meeting at which a quorum is present shall be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of such matter.

(e) Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates appointed by the Board are able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Section 2.6. Adjournments. Any meeting of stockholders, annual or special, may be adjourned by the chairman of the meeting, from time to time, whether or not there is a quorum, to reconvene at the same or some other place. Notice need not be given of any such adjourned meeting if the date, time, and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the holders of any class or series of stock entitled to vote separately as a class, as the case may be, may transact any business that might have

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been transacted at the original meeting. If the adjournment is for more than 30 days, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with Section 9.2, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.7. Advance Notice for Business.

(a) Annual Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the annual meeting by or at the direction of the Board or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote at such annual meeting on the date of the giving of the notice provided for in this Section 2.7(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting and (y) who complies with the notice procedures set forth in this Section 2.7(a). Notwithstanding anything in this Section 2.7(a) to the contrary, only persons nominated for election as a director to fill any term of a directorship that expires on the date of the annual meeting pursuant to Section 3.2 will be considered for election at such meeting.

(i) In addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation and such business must otherwise be a proper matter for stockholder action. Subject to Section 2.7(a)(iii), a stockholder’s notice to the Secretary with respect to such business, to be timely, must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Corporation. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 2.7(a).

(ii) To be in proper written form, a stockholder’s notice to the Secretary with respect to any business (other than nominations) must set forth as to each such matter such stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting,

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(B) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a description of all arrangements or understandings between such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and any other person or persons (including their names) in connection with the proposal of such business by such stockholder, (E) any material interest of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made in such business and (F) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

(iii) The foregoing notice requirements of this Section 2.7(a) shall be deemed satisfied by a stockholder as to any proposal (other than nominations) if the stockholder has notified the Corporation of such stockholder’s intention to present such proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such stockholder has complied with the requirements of such Rule for inclusion of such proposal in a proxy statement prepared by the Corporation to solicit proxies for such annual meeting. No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.7(a), provided, however, that once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.7(a) shall be deemed to preclude discussion by any stockholder of any such business. If the Board or the chairman of the annual meeting determines that any stockholder proposal was not made in accordance with the provisions of this Section 2.7(a) or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 2.7(a), such proposal shall not be presented for action at the annual meeting. Notwithstanding the foregoing provisions of this Section 2.7(a), if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter may have been received by the Corporation.

(iv) In addition to the provisions of this Section 2.7(a), a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 2.7(a) shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only pursuant to Section 3.2.

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(c) Public Announcement. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act (or any successor thereto).

Section 2.8. Conduct of Meetings. The chairman of each annual and special meeting of stockholders shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the Board. The Board may adopt such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board, the chairman of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.9. Consents in Lieu of Meeting. Unless otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

ARTICLE III

DIRECTORS

Section 3.1. Powers; Number. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. Directors need not be stockholders or residents of the State of Delaware. Subject to the Certificate of Incorporation, the number of directors shall be fixed exclusively by resolution adopted by a majority of the Whole Board.

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Section 3.2. Advance Notice for Nomination of Directors.

(a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors by the stockholders of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors. Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting, may be made (i) by or at the direction of the Board or (ii) by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice provided for in this Section 3.2 and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in this Section 3.2 provided, in the case of a special meeting, that the Board has determined that directors shall be elected at such special meeting.

(b) In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by the Corporation; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 3.2.

(c) Notwithstanding anything in paragraph (b) to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is greater than the number of directors whose terms expire on the date of the annual meeting and there is no public announcement by the Corporation naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board at least 10 days before the last day a stockholder may deliver a notice of nomination in accordance with Section 3.2(b), a stockholder’s notice required by this Section 3.2 shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at such annual meeting, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the date on which such public announcement was first made by the Corporation.

(d) To be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal

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occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation, if any, that are owned beneficially or of record by the person, (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, without regard to the application of the Exchange Act to either the nomination or the Corporation; and (ii) as to the stockholder giving the notice (A) the name and record address of such stockholder as they appear on the Corporation’s books and the name and address of the beneficial owner, if any, on whose behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (C) a description of all arrangements or understandings relating to the nomination to be made by such stockholder among such stockholder, the beneficial owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or persons (including their names), (D) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (E) any other information relating to such stockholder and the beneficial owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

(e) If the Board or the chairman of the meeting of stockholders determines that any nomination was not made in accordance with the provisions of this Section 3.2 or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 3.2, then such nomination shall not be considered at the meeting in question. Notwithstanding the foregoing provisions of this Section 3.2, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.

(f) In addition to the provisions of this Section 3.2, a stockholder shall also comply with all of the applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 3.2 shall be deemed to affect any rights of the holders of Preferred Stock to elect directors pursuant to the Certificate of Incorporation.

Section 3.3. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors, including for service on a committee of the Board and may be paid either a fixed sum for attendance at each meeting of the Board or other compensation as director. The directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like compensation and reimbursement of expenses for service on the committee.

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ARTICLE IV

BOARD MEETINGS

Section 4.1. Annual Meetings. The Board shall meet as soon as practicable after the adjournment of each annual stockholders meeting at the place of the annual stockholders meeting unless the Board shall fix another time and place and give notice thereof in the manner required herein for special meetings of the Board. No notice to the directors shall be necessary to legally convene this meeting, except as provided in this Section 4.1.

Section 4.2. Regular Meetings. Regularly scheduled, periodic meetings of the Board may be held without notice at such times, dates and places as shall from time to time be determined by the Board, such determination by the Board to constitute the only notice of such regular meetings to which any director shall be entitled. In the absence of any such determination, such meetings shall be held, upon notice to each director in accordance with Section 9.3, at such times and places (within or without the State of Delaware), as shall be designated by the Chairman of the Board.

Section 4.3. Special Meetings. Special meetings of the Board (a) may be called by the Chairman of the Board or President and (b) shall be called by the Chairman of the Board, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be, and shall be held at such time, date and place (within or without the State of Delaware) as may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request. Notice of each special meeting of the Board shall be given, as provided in Section 9.3, to each director (i) at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is sent through the United States mail. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. Any and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting. Except as may be otherwise expressly provided by applicable law, the Certificate of Incorporation, or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting. A special meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 9.4.

Section 4.4. Quorum; Required Vote. A majority of the Whole Board shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, in each case except as may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Section 4.5. Consent In Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the Board, or any committee thereof, in the same paper or electronic form as the minutes are maintained.    

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Section 4.6. Organization. The chairman of each meeting of the Board shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or in the absence (or inability or refusal to act) of the President or if the President is not a director, a chairman elected from the directors present. The Secretary shall act as secretary of all meetings of the Board. In the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary shall perform the duties of the Secretary at such meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 4.7. Chairman of the Board. The Chairman of the Board shall preside when present at all meetings of the stockholders and the Board. The Chairman of the Board shall have general supervision and control of the acquisition activities of the Corporation subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The powers and duties of the Chairman of the Board shall not include supervision or control of the preparation of the financial statements of the Company (other than through participation as a member of the Board). The position of Chairman of the Board and Chief Executive Officer may be held by the same person.

ARTICLE V

COMMITTEES OF DIRECTORS

Section 5.1. Establishment. The Board shall have a Nominating and Corporate Governance Committee, an Audit Committee, and a Compensation Committee, and the Board may by resolution of the Board designate one or more additional committees, with each additional committee to consist of one or more of the directors of the Corporation. The Board shall adopt a charter for each committee which shall govern the duties and actions of such committee. Each committee shall keep regular minutes of its meetings and report the same to the Board when required by the resolution designating such committee. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

Section 5.2. Available Powers. Any committee established pursuant to Section 5.1 hereof, to the extent permitted by applicable law and provided in the charter for such committee or by resolution of the Board, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it, but no such committee shall have the power or authority to (i) approve, adopt or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval (other than recommending the election or removal of directors) or (ii) adopt, amend or repeal any Bylaw of the Corporation. Unless the charter for such committee or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

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Section 5.3. Alternate Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member.

Section 5.4. Procedures. Unless the Board otherwise provides, the time, date, place, if any, and notice of meetings of a committee shall be determined by such committee. At meetings of a committee, a majority of the number of members of the committee (but not including any alternate member, unless such alternate member has replaced any absent or disqualified member at the time of, or in connection with, such meeting) shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee, except as otherwise specifically provided by applicable law, the Certificate of Incorporation, these Bylaws or the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Unless the Board otherwise provides and except as provided in these Bylaws, each committee designated by the Board may make, alter, amend and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board is authorized to conduct its business pursuant to Article IV of these Bylaws.

ARTICLE VI

OFFICERS

Section 6.1. Officers. The officers of the Corporation elected by the Board shall be a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a Chairman, Presidents, Vice Presidents, Assistant Secretaries and a Treasurer) as the Board from time to time may determine. Officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this ARTICLE VI. Such officers shall also have such powers and duties as from time to time may be conferred by the Board. The Chief Executive Officer or President may also appoint such other officers (including without limitation one or more Vice Presidents and Controllers) as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers shall have such powers and duties and shall hold their offices for such terms as may be provided in these Bylaws or as may be prescribed by the Board or, if such officer has been appointed by the Chief Executive Officer or President, as may be prescribed by the appointing officer.

(a) Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have general supervision of the affairs of the Corporation and general control of all of its business subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters, except to the extent any such powers and duties have been prescribed to the Chairman of the Board pursuant to Section 4.7 above. In the absence (or inability or refusal to act) of the Chairman of the

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Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The position of Chief Executive Officer and President may be held by the same person.

(b) President. The President shall make recommendations to the Chief Executive Officer on all operational matters that would normally be reserved for the final executive responsibility of the Chief Executive Officer. In the absence (or inability or refusal to act) of the Chairman of the Board and Chief Executive Officer, the President (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The President shall also perform such duties and have such powers as shall be designated by the Board. The position of President and Chief Executive Officer may be held by the same person.

(c) Vice Presidents. In the absence (or inability or refusal to act) of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board) shall perform the duties and have the powers of the President. Any one or more of the Vice Presidents may be given an additional designation of rank or function.

(d) Secretary.

(i) The Secretary shall attend all meetings of the stockholders, the Board and (as required) committees of the Board and shall record the proceedings of such meetings in books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board and shall perform such other duties as may be prescribed by the Board, the Chairman of the Board, Chief Executive Officer or President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature.

(ii) The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, if one has been appointed, a stock ledger, or duplicate stock ledger, showing the names of the stockholders and their addresses, the number and classes of shares held by each and, with respect to certificated shares, the number and date of certificates issued for the same and the number and date of certificates cancelled.

(iii) The Secretary may designate one or more Assistant Secretaries who shall have such of the authority and perform such of the duties of the Secretary as may be assigned to them by the Board, the Chief Executive Officer, the President or the Secretary.

(e) Assistant Secretaries. The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board shall, in the absence (or inability or refusal to act) of the Secretary, perform the duties and have the powers of the Secretary.

(f) Chief Financial Officer. The Chief Financial Officer shall perform all duties commonly incident to that office (including, without limitation, the care and custody of the funds and securities of the Corporation, which from time to time may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board, the Chief Executive Officer or the President may authorize).

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(g) Treasurer. The Treasurer shall, in the absence (or inability or refusal to act) of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer.

Section 6.2. Term of Office; Removal; Vacancies. The elected officers of the Corporation shall be appointed by the Board and shall hold office until their successors are duly elected and qualified or until their earlier death, resignation, retirement, disqualification, or removal from office. Any officer may be removed, with or without cause, at any time by the Board. Any officer appointed by the Chief Executive Officer or President may also be removed, with or without cause, by the Chief Executive Officer or President, as the case may be, unless the Board otherwise provides. Any vacancy occurring in any elected office of the Corporation may be filled by the Board. Any vacancy occurring in any office appointed by the Chief Executive Officer or President may be filled by the Chief Executive Officer, or President, as the case may be, unless the Board then determines that such office shall thereupon be elected by the Board, in which case the Board shall elect such officer.

Section 6.3. Other Officers. The Board may delegate the power to appoint such other officers and agents, and may also remove such officers and agents or delegate the power to remove same, as it shall from time to time deem necessary or desirable.

Section 6.4. Multiple Officeholders; Stockholder and Director Officers. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide. Officers need not be stockholders or residents of the State of Delaware; provided, however, that no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Certificate of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers.

ARTICLE VII

SHARES

Section 7.1. Certificated and Uncertificated Shares. The shares of the Corporation may be certificated or uncertificated, subject to the sole discretion of the Board and the requirements of the DGCL.

Section 7.2. Multiple Classes of Stock. Pursuant to and in accordance with the Certificate of Incorporation, if the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the Corporation shall (a) cause the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights to be set forth in full or summarized on the face or back of any certificate that the Corporation issues to represent shares of such class or series of stock or (b) in the case of uncertificated shares, within a reasonable time after the issuance or transfer of such shares, send to the registered owner thereof a written notice containing the information required to be set forth on certificates as specified in clause (a) above; provided, however, that, except as otherwise provided by applicable law, in lieu of the foregoing requirements, there may be set forth on the face or back of such certificate or, in

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the case of uncertificated shares, on such written notice a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights.

Section 7.3. Signatures. Each certificate representing capital stock of the Corporation shall be signed by or in the name of the Corporation by any two of the Chairman of the Board, the Chief Executive Officer, the President, a Vice President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation or any other authorized officers of the Corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar on the date of issue.

Section 7.4. Consideration and Payment for Shares.

(a) Subject to applicable law and the Certificate of Incorporation, shares of stock may be issued for such consideration, having in the case of shares with par value a value not less than the par value thereof, and to such persons, as determined from time to time by the Board. The consideration may consist of cash, any tangible or intangible property or any benefit to the Corporation, or any combination thereof.

(b) Subject to applicable law and the Certificate of Incorporation, shares may not be issued until the full amount of the consideration has been paid, unless upon the face or back of each certificate issued to represent any partly paid shares of capital stock or upon the books and records of the Corporation in the case of partly paid uncertificated shares, there shall have been set forth the total amount of the consideration to be paid therefor and the amount paid thereon up to and including the time said certificate representing certificated shares or said uncertificated shares are issued.

Section 7.5. Lost, Destroyed or Wrongfully Taken Certificates.

(a) If an owner of a certificate representing shares claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation shall issue a new certificate representing such shares or such shares in uncertificated form if the owner: (i) requests such a new certificate before the Corporation has notice that the certificate representing such shares has been acquired by a protected purchaser (as such term is defined in Section 8-303 of the Uniform Commercial Code as adopted by the State of Delaware); (ii) if requested by the Corporation, delivers to the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, wrongful taking or destruction of such certificate or the issuance of such new certificate or uncertificated shares; and (iii) satisfies other reasonable requirements imposed by the Corporation.

(b) If a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the Corporation of that fact within a reasonable time after the owner has notice of such loss, apparent destruction or wrongful taking and the Corporation registers a transfer of such shares before receiving notification, the owner shall be precluded from asserting against the Corporation any claim for registering such transfer or a claim to a new certificate representing such shares or such shares in uncertificated form.

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Section 7.6. Transfer of Stock.

(a) If a certificate representing shares of the Corporation is presented to the Corporation with an endorsement requesting the registration of transfer of such shares or an instruction is presented to the Corporation requesting the registration of transfer of uncertificated shares, the Corporation shall register the transfer as requested if:

(i) in the case of certificated shares, the certificate representing such shares has been surrendered;

(ii) (A) with respect to certificated shares, the endorsement is made by the person specified by the certificate as entitled to such shares; (B) with respect to uncertificated shares, an instruction is made by the registered owner of such uncertificated shares; or (C) with respect to certificated shares or uncertificated shares, the endorsement or instruction is made by any other appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;

(iii) the Corporation has received a guarantee of signature of the person signing such endorsement or instruction or such other reasonable assurance that the endorsement or instruction is genuine and authorized as the Corporation may request;

(iv) the transfer does not violate any restriction on transfer imposed by the Corporation that is enforceable in accordance with Section 7.8(a); and

(v) such other conditions for such transfer as shall be provided for under applicable law have been satisfied.

(b) Whenever any transfer of shares shall be made for collateral security and not absolutely, the Corporation shall so record such fact in the entry of transfer if, when the certificate for such shares is presented to the Corporation for transfer or, if such shares are uncertificated, when the instruction for registration of transfer thereof is presented to the Corporation, both the transferor and transferee request the Corporation to do so.

Section 7.7. Registered Stockholders. Before due presentment for registration of transfer of a certificate representing shares of the Corporation or of an instruction requesting registration of transfer of uncertificated shares, the Corporation may treat the registered owner as the person exclusively entitled to inspect for any proper purpose the stock ledger and the other books and records of the Corporation, vote such shares, receive dividends or notifications with respect to such shares and otherwise exercise all the rights and powers of the owner of such shares, except that a person who is the beneficial owner of such shares (if held in a voting trust or by a nominee on behalf of such person) may, upon providing documentary evidence of beneficial ownership of such shares and satisfying such other conditions as are provided under applicable law, may also so inspect the books and records of the Corporation.

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Section 7.8. Effect of the Corporation’s Restriction on Transfer.

(a) A written restriction on the transfer or registration of transfer of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, if permitted by the DGCL and noted conspicuously on the certificate representing such shares or, in the case of uncertificated shares, contained in a notice sent by the Corporation to the registered owner of such shares within a reasonable time after the issuance or transfer of such shares, may be enforced against the holder of such shares or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder.

(b) A restriction imposed by the Corporation on the transfer or the registration of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, even if otherwise lawful, is ineffective against a person without actual knowledge of such restriction unless: (i) the shares are certificated and such restriction is noted conspicuously on the certificate; or (ii) the shares are uncertificated and such restriction was contained in a notice sent by the Corporation to the registered owner of such shares within a reasonable time after the issuance or transfer of such shares; provided, however, that no restrictions so imposed shall be binding with respect to shares of the Corporation issued prior to the adoption of the restriction unless the holders of such shares are parties to an agreement or voted in favor of the restriction.

Section 7.9. Regulations. The Board shall have power and authority to make such additional rules and regulations, subject to any applicable requirement of law, as the Board may deem necessary and appropriate with respect to the issue, transfer or registration of transfer of shares of stock or certificates representing shares. The Board may appoint one or more transfer agents or registrars and may require for the validity thereof that certificates representing shares bear the signature of any transfer agent or registrar so appointed.

ARTICLE VIII

INDEMNIFICATION

Section 8.1. Right to Indemnification. To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such Indemnitee in connection with such proceeding; provided, however, that, except as provided in Section 8.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify an Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

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Section 8.2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII or otherwise.

Section 8.3. Right of Indemnitee to Bring Suit. If a claim under Section 8.1 or Section 8.2 is not paid in full by the Corporation within 60 days after a written claim therefor has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by an Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including a determination by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE VIII or otherwise shall be on the Corporation.

Section 8.4. Non-Exclusivity of Rights. The rights provided to any Indemnitee pursuant to this ARTICLE VIII shall not be exclusive of any other right, which such Indemnitee may have or hereafter acquire under applicable law, the Certificate of Incorporation, these Bylaws, an agreement, a vote of stockholders or disinterested directors, or otherwise.

Section 8.5. Insurance. The Corporation may secure insurance, at its expense, to protect itself and/or any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

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Section 8.6. Indemnification of Other Persons. This ARTICLE VIII shall not limit the right of the Corporation to the extent and in the manner authorized or permitted by law to indemnify and to advance expenses to persons other than Indemnitees. Without limiting the foregoing, the Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation and to any other person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, to the fullest extent of the provisions of this ARTICLE VIII with respect to the indemnification and advancement of expenses of Indemnitees under this ARTICLE VIII.

Section 8.7. Amendments. Any repeal or amendment of this ARTICLE VIII by the Board or the stockholders of the Corporation or by changes in applicable law, or the adoption of any other provision of these Bylaws inconsistent with this ARTICLE VIII, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide broader indemnification rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision; provided however, that amendments or repeals of this ARTICLE VIII shall require the affirmative vote of the stockholders holding at least 65% of the voting power of all outstanding shares of capital stock of the Corporation.

Section 8.8. Certain Definitions. For purposes of this ARTICLE VIII, (a) references to “other enterprise” shall include any employee benefit plan; (b) references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; (c) references to “serving at the request of the Corporation” shall include any service that imposes duties on, or involves services by, a person with respect to any employee benefit plan, its participants, or beneficiaries; and (d) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” for purposes of Section 145 of the DGCL.

Section 8.9. Contract Rights. The rights provided to Indemnitees pursuant to this ARTICLE VIII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

ARTICLE IX

MISCELLANEOUS

Section 9.1. Place of Meetings. If the place of any meeting of stockholders, the Board or committee of the Board for which notice is required under these Bylaws is not designated in the notice of such meeting, such meeting shall be held at the principal business office of the Corporation; provided, however, if the Board has, in its sole discretion, determined that a meeting shall not be held at any place, but instead shall be held by means of remote communication pursuant to Section 9.5 hereof, then such meeting shall not be held at any place.

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Section 9.2. Fixing Record Dates.

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 9.2(a) at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 9.3. Means of Giving Notice.

(a) Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing, given by hand delivery, or sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation, (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation, (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation, or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.

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(b) Notice to Stockholders. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any stockholder, such notice may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records of the corporation. A notice to a stockholder shall be deemed given as follows: (i) if mailed, when the notice is deposited in the United States mail, postage prepaid, (ii) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address, (iii) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by Section 232(e) of the DGCL, and (iv) if given by a form of electronic transmission consented to by the stockholder to whom the notice is given and otherwise meeting the requirements set forth above, (A) if by facsimile transmission, when directed to a number at which the stockholder has consented to receive notice, (B) if by a posting on an electronic network together with separate notice to the stockholder of such specified posting, upon the later of (1) such posting and (2) the giving of such separate notice, and (C) if by any other form of electronic transmission, when directed to the stockholder. A stockholder may revoke such stockholder’s consent to receiving notice by means of electronic transmission by giving written notice or electronic transmission of such revocation to the Corporation. A notice may not be given by an electronic transmission from and after the time that (1) the Corporation is unable to deliver by such electronic transmission 2 consecutive notices given by the Corporation and (2) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other action.

(c) Definitions. “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. “Electronic mail” means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the corporation who is available to assist with accessing such files and information). “Electronic mail address” means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain part” of the address), whether or not displayed, to which electronic mail can be sent or delivered.

(d) Notice to Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may be given effectively by the Corporation to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice or single electronic transmission to stockholders who share an address if consented to by the

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stockholders at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of such revocation to the Corporation. Any stockholder who fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation of its intention to send such a single written notice shall be deemed to have consented to receiving such single written notice.

(e) Exceptions to Notice Requirements. Whenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

Whenever notice is required to be given by the Corporation, under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, to any stockholder to whom (1) notice of two consecutive annual meetings of stockholders and all notices of stockholder meetings or of the taking of action by written consent of stockholders without a meeting to such stockholder during the period between such two consecutive annual meetings, or (2) all, and at least two payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, have been mailed addressed to such stockholder at such stockholder’s address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting that shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then-current address, the requirement that notice be given to such stockholder shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to Section 230(b) of the DGCL. The exception in subsection (1) of the first sentence of this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.

Section 9.4. Waiver of Notice. Whenever any notice is required to be given under applicable law, the Certificate of Incorporation, or these Bylaws, a written waiver of such notice, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice. All such waivers shall be kept with the books of the Corporation. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

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Section 9.5. Meeting Attendance via Remote Communication Equipment.

(a) Stockholder Meetings. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders entitled to vote at such meeting and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

(i) participate in a meeting of stockholders; and

(ii) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such votes or other action shall be maintained by the Corporation.

(b) Board Meetings. Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, members of the Board or any committee thereof may participate in a meeting of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 9.6. Dividends. The Board may from time to time declare, and the Corporation may pay, dividends (payable in cash, property or shares of the Corporation’s capital stock) on the Corporation’s outstanding shares of capital stock, subject to applicable law and the Certificate of Incorporation.

Section 9.7. Reserves. The Board may set apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 9.8. Contracts and Negotiable Instruments. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, any contract, bond, deed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers or other employee or employees of the Corporation as the Board may from time to time authorize. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President may execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chairman of the Board Chief Executive Officer, President, the Chief Financial Officer, the Treasurer or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation to other officers or employees of the Corporation under such person’s supervision and authority, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

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Section 9.9. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board.

Section 9.10. Seal. The Board may adopt a corporate seal, which shall be in such form as the Board determines. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 9.11. Books and Records. The books and records of the Corporation may be kept within or outside the State of Delaware at such place or places as may from time to time be designated by the Board. Any books or records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method; provided, however, that the books and records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any books or records so kept upon the request of any person entitled to inspect such records pursuant to the Certificate of Incorporation, these Bylaws or the DGCL.

Section 9.12. Resignation. Any director, committee member or officer may resign by giving notice thereof in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. The resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9.13. Surety Bonds. Such officers, employees and agents of the Corporation (if any) as the Chairman of the Board, Chief Executive Officer, President or the Board may direct, from time to time, shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of their death, resignation, incapacity, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies as the Chairman of the Board, Chief Executive Officer, President or the Board may determine. The premiums on such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Secretary.

Section 9.14. Securities of Other Corporations. Powers of attorney, proxies, waivers of notice of meeting, consents in writing and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, Chief Executive Officer, President, or any officers authorized by the Board. Any such officer, may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities, or to consent in writing, in the name of the Corporation as such holder, to any action by such corporation, and at any such meeting or with respect to any such consent shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed. The Board may from time to time confer like powers upon any other person or persons.

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Section 9.15. Amendments. The Board shall have the power to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or the Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting (except as otherwise provided in Section 8.7) power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws.

Section 9.16. Severability. If any provision or provisions of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of these Bylaws shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of these Bylaws (including, without limitation, each such portion of these Bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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EX-10.1

Exhibit 10.1

Accel Entertainment, Inc.

Long Term Incentive Plan

1.    Purpose. The purpose of the Accel Entertainment, Inc. Long Term Incentive Plan (the “Plan”) is to provide a means through which (a) Accel Entertainment, Inc., a Delaware corporation (the “Company”), and its Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable growth of the Company and its Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the Company and its Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equivalents, Other Stock-Based Awards, Cash Awards, Substitute Awards, or any combination of the foregoing, as determined by the Committee in its sole discretion

2.    Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “Affiliate” means any corporation, partnership, limited liability company, limited liability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities, by contract, or otherwise.

(b) “ASC Topic 718” means the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation, as amended or any successor accounting standard.

(c) “Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit, Stock Award, Dividend Equivalent, Other Stock-Based Award, Cash Award, or Substitute Award, together with any other right or interest, granted under the Plan.

(d) “Award Agreement” means any written instrument, which may be in electronic form (including any employment, severance or change in control agreement), that sets forth the terms, conditions, restrictions and/or limitations applicable to an Award, in addition to those set forth under the Plan.

(e) “Board” means the Board of Directors of the Company.

(f) “Cash Award” means an Award denominated in cash granted under Section 6(i).

(g) “Change in Control” means, except as otherwise provided in an Award Agreement, the occurrence of any of the following events after the Effective Date:

(i) The consummation of an agreement to acquire or a tender offer for beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) by any Person, of 50% or more of either (x) the then outstanding shares of Stock (the “Outstanding Stock”) or (y) the combined voting power of the then outstanding voting securities of the

Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or (D) any acquisition by any entity pursuant to a transaction that complies with clauses (A), (B) and (C) of paragraph (iii) below;

(ii) Individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board;

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (A) the Outstanding Stock and Outstanding Company Voting Securities immediately prior to such Business Combination represent or are converted into or exchanged for securities which represent or are convertible into more than 50% of, respectively, the then outstanding shares of common stock or common equity interests and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or other governing body, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company, or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no Person (excluding any employee benefit plan (or related trust) of the Company or the entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock or common equity interests of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or other governing body of such entity to the extent that such ownership results solely from ownership of the Company that existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors or similar governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, for purposes of an Award that provides for a deferral of compensation under the Nonqualified Deferred Compensation Rules, to the extent the impact of a Change in Control on such Award would subject a Participant to additional taxes under the Nonqualified Deferred Compensation Rules, a Change in Control for purposes of such Award will mean both a Change in Control and a “change in the ownership of a corporation,” “change in the effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets” within the meaning of the Nonqualified Deferred Compensation Rules as applied to the Company.

(h) “Change in Control Price” means the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Stock in any merger or consolidation, (ii) the per share Fair Market Value of the Stock immediately before the Change in Control or other event without regard to assets sold in the Change in Control or other event and assuming the Company has received the consideration paid for the assets in the case of a sale of the assets, (iii) the amount distributed per share of Stock in a dissolution

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transaction, (iv) the price per share offered to holders of Stock in any tender offer or exchange offer whereby a Change in Control or other event takes place, or (v) if such Change in Control or other event occurs other than pursuant to a transaction described in clauses (i), (ii), (iii), or (iv) of this Section 2(h), the value per share of the Stock that may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the consideration offered to stockholders of the Company in any transaction described in this Section 2(h) or in Section 8(e) consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participants.

(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

(j) “Committee” means a committee of two or more directors designated by the Board to administer the Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more Qualified Members.

(k) “Dividend Equivalent” means a right, granted to an Eligible Person under Section 6(g), to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.

(l) “Effective Date” means [●], 2019.

(m) “Eligible Person” means any individual who, as of the date of grant of an Award, is an officer or employee of the Company or of any of its Affiliates, and any other person who provides services to the Company or any of its Affiliates, including directors of the Company; provided, however, that, any such individual must be an “employee” of the Company or any of its parents or subsidiaries within the meaning of General Instruction A.1(a)(1) to Form S-8 if such individual is granted an Award that may be settled in Stock. An employee on leave of absence may be an Eligible Person.

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.

(o) “Fair Market Value” of a share of Stock means, as of any specified date, (i) if the Stock is listed on a national securities exchange, the closing sales price of the Stock, as reported on the stock exchange composite tape on that date (or if no sales occur on such date, on the last preceding date on which such sales of the Stock are so reported); (ii) if the Stock is not traded on a national securities exchange but is traded over the counter on such date, the average between the reported high and low bid and asked prices of Stock on the most recent date on which Stock was publicly traded on or preceding the specified date; or (iii) in the event Stock is not publicly traded at the time a determination of its value is required to be made under the Plan, the amount determined by the Committee in its discretion in such manner as it deems appropriate, taking into account all factors the Committee deems appropriate, including the Nonqualified Deferred Compensation Rules. Notwithstanding this definition of Fair Market Value, with respect to one or more Award types, or for any other purpose for which the Committee must determine the Fair Market Value under the Plan, the Committee may elect to choose a different measurement date or methodology for determining Fair Market Value so long as the determination is consistent with the Nonqualified Deferred Compensation Rules and all other applicable laws and regulations.

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(p) “Incumbent Board” means the portion of the Board constituted of the individuals who are members of the Board as of the Effective Date and any other individual who becomes a director of the Company after the Effective Date and whose election or appointment by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board.

(q) “ISO” means an Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

(r) “Nonqualified Deferred Compensation Rules” means the limitations or requirements of Section 409A of the Code.

(s) “Nonstatutory Option” means an Option that is not an ISO.

(t) “Option” means a right, granted to an Eligible Person under Section 6(b), to purchase Stock at a specified price during specified time periods, which may either be an ISO or a Nonstatutory Option.

(u) “Other Stock-Based Award” means an Award granted to an Eligible Person under Section 6(h).

(v) “Participant” means a person who has been granted an Award under the Plan that remains outstanding, including a person who is no longer an Eligible Person.

(w) “Person” means any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a limited liability company, a trust or other entity; a Person, together with that Person’s Affiliates and Associates (as those terms are defined in Rule 12b-2 under the Exchange Act, provided that “registrant” as used in Rule 12b-2 shall mean the Company), and any Persons acting as a partnership, limited partnership, joint venture, association, syndicate or other group (whether or not formally organized), or otherwise acting jointly or in concert or in a coordinated or consciously parallel manner (whether or not pursuant to any express agreement), for the purpose of acquiring, holding, voting or disposing of securities of the Company with such Person, shall be deemed a single “Person.”

(x) “Qualified Member” means a member of the Board who is (i) a “non-employee director” within the meaning of Rule 16b-3(b)(3), and (ii) “independent” under the listing standards or rules of the securities exchange upon which the Stock is traded, but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules.

(y) “Restricted Stock” means Stock granted to an Eligible Person under Section 6(d) that is subject to certain restrictions and to a risk of forfeiture.

(z) “Restricted Stock Unit” means a right, granted to an Eligible Person under Section 6(e), to receive Stock, cash or a combination thereof at the end of a specified period (which may or may not be coterminous with the vesting schedule of the Award).

(aa) “Rule 16b-3” means Rule 16b-3, promulgated by the SEC under Section 16 of the Exchange Act.

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(bb) “SAR” means a stock appreciation right granted to an Eligible Person under Section 6(c).

(cc) “SEC” means the Securities and Exchange Commission.

(dd) “Securities Act” means the Securities Act of 1933, as amended from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.

(ee) “Stock” means the Company’s Class A-1 Common Stock, par value $0.0001 per share, and such other securities as may be substituted (or re-substituted) for Stock pursuant to Section 8.

(ff) “Stock Award” means unrestricted shares of Stock granted to an Eligible Person under Section 6(f).

(gg) “Substitute Award” means an Award granted under Section 6(j).

3. Administration.

(a) Authority of the Committee. The Plan shall be administered by the Committee except to the extent the Board elects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to:

(i) designate Eligible Persons as Participants;

(ii) determine the type or types of Awards to be granted to an Eligible Person;

(iii) determine the number of shares of Stock or amount of cash to be covered by Awards;

(iv) determine the terms and conditions of any Award, including whether, to what extent and under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals);

(v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award;

(vi) determine the treatment of an Award upon a termination of employment or other service relationship;

(vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award;

(viii) interpret and administer the Plan and any Award Agreement;

(ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and

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(x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.

(b) Exercise of Committee Authority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company where such action is not taken by the full Board may be taken either (i) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members, or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided, however, that upon such abstention or recusal, the Committee remains composed solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee for purposes of the Plan. For the avoidance of doubt, the full Board may take any action relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company.

(c) Delegation of Authority. The Committee may delegate any or all of its powers and duties under the Plan to a subcommittee of directors or to any officer of the Company, including the power to perform administrative functions and grant Awards; provided, however, that such delegation does not (i) violate state or corporate law, or (ii) result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company. Upon any such delegation, all references in the Plan to the “Committee,” other than in Section 8, shall be deemed to include any subcommittee or officer of the Company to whom such powers have been delegated by the Committee. Any such delegation shall not limit the right of such subcommittee members or such an officer to receive Awards; provided, however, that such subcommittee members and any such officer may not grant Awards to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate, or take any action with respect to any Award previously granted to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate. The Committee may also appoint agents who are not executive officers of the Company or members of the Board to assist in administering the Plan, provided, however, that such individuals may not be delegated the authority to grant or modify any Awards that will, or may, be settled in Stock.

(d) Limitation of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company or any of its Affiliates, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee and any officer or employee of the Company or any of its Affiliates acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.

(e) Participants in Non-U.S. Jurisdictions. Notwithstanding any provision of the Plan to the contrary, to comply with applicable laws in countries other than the United States in which the Company or any of its Affiliates operates or has employees, directors or other service providers from time to time, or to ensure that the Company complies with any applicable requirements of foreign securities exchanges,

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the Committee, in its sole discretion, shall have the power and authority to: (i) determine which of the Company’s Affiliates shall be covered by the Plan; (ii) determine which Eligible Persons outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to Eligible Persons outside the United States to comply with applicable foreign laws or listing requirements of any foreign exchange; (iv) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such sub-plans and/or modifications shall be attached to the Plan as appendices), provided, however, that no such sub-plans and/or modifications shall increase the share limitations contained in Section 4(a); and (v) take any action, before or after an Award is granted, that it deems advisable to comply with any applicable governmental regulatory exemptions or approval or listing requirements of any such foreign securities exchange. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable jurisdiction other than the United States or a political subdivision thereof.

4. Stock Subject to Plan.

(a) Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with Section 8, 6,000,000 shares of Stock are reserved and available for delivery with respect to Awards, and such total shall be available for the issuance of shares upon the exercise of ISOs.

(b) Application of Limitation to Grants of Awards. Subject to Section 4(c), no Award may be granted if the number of shares of Stock that may be delivered in connection with such Award exceeds the number of shares of Stock remaining available under the Plan minus the number of shares of Stock issuable in settlement of or relating to then-outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or Substitute Awards) and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award.

(c) Availability of Shares Not Delivered under Awards. If all or any portion of an Award expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without the actual delivery of shares (Awards of Restricted Stock shall not be considered “delivered shares” for this purpose), the shares of Stock subject to such Award (including (i) shares forfeited with respect to Restricted Stock, and (ii) the number of shares withheld or surrendered to the Company in payment of taxes relating to Awards other than Options and SARs) shall again be available for delivery with respect to Awards. Notwithstanding the foregoing, (A) the number of shares tendered or withheld in payment of the Exercise Price of any Option or SAR or taxes relating to an Option or an SAR, (B) shares that were subject to an Option or an SAR but were not issued or delivered as a result of the net settlement or net exercise of such Option or SAR, (C) shares repurchased on the open market with the proceeds of an Option’s Exercise Price will not, in each case, be available for Awards and (D) shares surrendered or withheld by the Company or any Affiliate, as applicable, pursuant to Section 9(a) herein, in payment of taxes relating to an Award will not be available for future Awards under the Plan to the extent such shares are withheld in an amount greater than the minimum statutory rate in the Participant’s relevant tax jurisdiction(s). If an Award may be settled only in cash, such Award need not be counted against any share limit under this Section 4.

(d) Shares Available Following Certain Transactions. Substitute Awards granted in accordance with applicable stock exchange requirements and in substitution or exchange for awards previously granted by a company acquired by the Company or any subsidiary or with which the Company or any subsidiary combines shall not reduce the shares authorized for issuance under the Plan or the limitations on grants to non-employee members of the Board under Section 5(b), nor shall shares subject to such Substitute Awards be added to the shares available for issuance under the Plan as provided above

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(whether or not such Substitute Awards are later cancelled, forfeited or otherwise terminated). Additionally, in the event that a company acquired by the Company or any subsidiary or with which the Company or any subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may, if and to the extent determined by the Board and subject to compliance with applicable stock exchange requirements, be used for Awards under the Plan and shall not reduce the shares authorized for issuance under the Plan (and shares subject to such Awards shall not be added to the shares available for issuance under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not, prior to such acquisition or combination, employed by (and who were not non-employee directors or consultants of) the Company or any of its subsidiaries immediately prior to such acquisition or combination.

(e) Stock Offered. The shares of Stock to be delivered under the Plan shall be made available from (i) authorized but unissued shares of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company, including shares purchased on the open market.

5. Eligibility. Awards may be granted under the Plan only to Eligible Persons.

6. Specific Terms of Awards.

(a) General. Awards may be granted on the terms and conditions set forth in this Section 6. Awards granted under the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with any other Award. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine. Without limiting the scope of the preceding sentence, the Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance goals applicable to an Award, and any such performance goals may differ among Awards granted to any one Participant or to different Participants. To the extent provided in an Award Agreement, the Committee may exercise its discretion to reduce or increase the amounts payable under any Award.

(b) Options. The Committee is authorized to grant Options, which may be designated as either ISOs or Nonstatutory Options, to Eligible Persons on the following terms and conditions:

(i) Exercise Price. Each Award Agreement evidencing an Option shall state the exercise price per share of Stock (the “Exercise Price”) established by the Committee; provided, however, that except as provided in Section 6(j) or in Section 8, the Exercise Price of an Option shall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the Option (or in the case of an ISO granted to an individual who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, 110% of the Fair Market Value per share of the Stock on the date of grant).

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(ii) Time and Method of Exercise; Other Terms. The Committee shall determine the methods by which the Exercise Price may be paid or deemed to be paid, the form of such payment, including cash or cash equivalents, Stock (including previously owned shares or through a cashless exercise, i.e., “net settlement”, a broker-assisted exercise, or other reduction of the amount of shares otherwise issuable pursuant to the Option), other Awards or awards granted under other plans of the Company or any Affiliate, other property, or any other legal consideration the Committee deems appropriate (including notes or other contractual obligations of Participants to make payment on a deferred basis), the methods by or forms in which Stock will be delivered or deemed to be delivered to Participants, including the delivery of Restricted Stock subject to Section 6(d), and any other terms and conditions of any Option. In the case of an exercise whereby the Exercise Price is paid with Stock, such Stock shall be valued based on the Stock’s Fair Market Value as of the date of exercise. No Option may be exercisable for a period of more than ten years following the date of grant of the Option (or in the case of an ISO granted to an individual who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, for a period of more than five years following the date of grant of the ISO).

(iii) ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. ISOs may only be granted to Eligible Persons who are employees of the Company or employees of a parent or any subsidiary corporation of the Company. Except as otherwise provided in Section 8, no term of the Plan relating to ISOs (including any SAR in tandem therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any ISO under Section 422 of the Code, unless notice has been provided to the Participant that such change will result in such disqualification. ISOs shall not be granted more than ten years after the earlier of the adoption of the Plan or the approval of the Plan by the Company’s stockholders. Notwithstanding the foregoing, to the extent that the aggregate Fair Market Value of shares of Stock subject to an ISO and the aggregate Fair Market Value of shares of stock of any parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) subject to any other incentive stock options of the Company or a parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) that are exercisable for the first time by a Participant during any calendar year exceeds $100,000, or such other amount as may be prescribed under Section 422 of the Code, such excess shall be treated as Nonstatutory Options in accordance with the Code. As used in the previous sentence, Fair Market Value shall be determined as of the date the ISO is granted. If a Participant shall make any disposition of shares of Stock issued pursuant to an ISO under the circumstances described in Section 421(b) of the Code (relating to disqualifying dispositions), the Participant shall notify the Company of such disposition within the time provided to do so in the applicable award agreement.

(c) SARs. The Committee is authorized to grant SARs to Eligible Persons on the following terms and conditions:

(i) Right to Payment. An SAR is a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee.

(ii) Grant Price. Each Award Agreement evidencing an SAR shall state the grant price per share of Stock established by the Committee; provided, however, that except as provided in Section 6(j) or in Section 8, the grant price per share of Stock subject to an SAR shall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the SAR.

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(iii) Method of Exercise and Settlement; Other Terms. The Committee shall determine the form of consideration payable upon settlement, the method by or forms in which Stock (if any) will be delivered or deemed to be delivered to Participants, and any other terms and conditions of any SAR. SARs may be either free-standing or granted in tandem with other Awards. No SAR may be exercisable for a period of more than ten years following the date of grant of the SAR.

(iv) Rights Related to Options. An SAR granted in connection with an Option shall entitle a Participant, upon exercise, to surrender that Option or any portion thereof, to the extent unexercised, and to receive payment of an amount determined by multiplying (A) the difference obtained by subtracting the Exercise Price with respect to a share of Stock specified in the related Option from the Fair Market Value of a share of Stock on the date of exercise of the SAR, by (B) the number of shares as to which that SAR has been exercised. The Option shall then cease to be exercisable to the extent surrendered. SARs granted in connection with an Option shall be subject to the terms and conditions of the Award Agreement governing the Option, which shall provide that the SAR is exercisable only at such time or times and only to the extent that the related Option is exercisable and shall not be transferable except to the extent that the related Option is transferrable.

(d) Restricted Stock. The Committee is authorized to grant Restricted Stock to Eligible Persons on the following terms and conditions:

(i) Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose. Except as provided in Section 7(a)(iii) and Section 7(a)(iv), during the restricted period applicable to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hedged, hypothecated, margined or otherwise encumbered by the Participant.

(ii) Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may allow a Participant to elect, or may require, that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock, applied to the purchase of additional Awards or deferred without interest to the date of vesting of the associated Award of Restricted Stock. Stock distributed in connection with a Stock split or Stock dividend, and other property (other than cash) distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.

(e) Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to Eligible Persons on the following terms and conditions:

(i) Award and Restrictions. Restricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose.

(ii) Settlement. Settlement of vested Restricted Stock Units shall occur upon vesting or upon expiration of the deferral period specified for such Restricted Stock Units by the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be settled by delivery of (A) a number of shares of Stock equal to the number of Restricted Stock Units for which settlement is due, or (B) cash in an amount equal to the Fair Market Value of the specified number of shares of Stock equal to the number of Restricted Stock Units for which settlement is due, or a combination thereof, as determined by the Committee at the date of grant or thereafter.

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(f) Stock Awards. The Committee is authorized to grant Stock Awards to Eligible Persons as a bonus, as additional compensation, or in lieu of cash compensation any such Eligible Person is otherwise entitled to receive, in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate.

(g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to Eligible Persons, entitling any such Eligible Person to receive cash, Stock, other Awards, or other property equal in value to dividends or other distributions paid with respect to a specified number of shares of Stock. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award (other than an Award of Options, SARs, Restricted Stock or a Stock Award). The Committee may provide that Dividend Equivalents may be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles or accrued in a bookkeeping account without interest, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify. With respect to Dividend Equivalents granted in connection with another Award such Dividend Equivalents shall be subject to the same restrictions and risk of forfeiture as the Award with respect to which the dividends accrue and shall not be paid unless and until such Award has vested and been earned.

(h) Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value of securities of, or the performance of, specified Affiliates of the Company. The Committee shall determine the terms and conditions of such Other Stock-Based Awards. Stock delivered pursuant to an Other-Stock Based Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including cash, Stock, other Awards, or other property, as the Committee shall determine.

(i) Cash Awards. The Committee is authorized to grant Cash Awards, on a free-standing basis or as an element of, a supplement to, or in lieu of any other Award under the Plan to Eligible Persons in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate.

(j) Substitute Awards; No Repricing. Awards may be granted in substitution or exchange for any other Award granted under the Plan or under another plan of the Company or an Affiliate or any other right of an Eligible Person to receive payment from the Company or an Affiliate. Awards may also be granted under the Plan in substitution for awards held by individuals who become Eligible Persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with the Company or an Affiliate. Such Substitute Awards referred to in the immediately preceding sentence that are Options or SARs may have an exercise price that is less than the Fair Market Value of a share of Stock on the date of the substitution if such substitution complies with the Nonqualified Deferred Compensation Rules and other applicable laws and exchange rules. Except as provided in this Section 6(j) or in Section 8, without the approval of the stockholders of the Company, the terms of outstanding Awards may not be amended to (i) reduce the Exercise Price or grant price of an outstanding Option or SAR, (ii) grant a new Option, SAR or other Award in substitution for, or upon the cancellation of, any previously granted Option or SAR that has the effect of reducing the Exercise Price or grant price thereof, (iii) exchange any Option or SAR for Stock, another Award, cash or other consideration when the Exercise Price or grant price per share of Stock under such Option or SAR exceeds the Fair Market Value

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of a share of Stock or (iv) take any other action that would be considered a “repricing” of an Option or SAR under the applicable listing standards of the national securities exchange on which the Stock is listed (if any).

7. Certain Provisions Applicable to Awards.

(a) Limit on Transfer of Awards.

(i) Except as provided in Sections 7(a)(iii) and (iv), each Option and SAR shall be exercisable only by the Participant during the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Section 7(a), an ISO shall not be transferable other than by will or the laws of descent and distribution.

(ii) Except as provided in Sections 7(a)(i), (iii) and (iv), no Award and no right under any Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

(iii) To the extent specifically provided by the Committee, an Award may be transferred by a Participant without consideration to immediate family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish.

(iv) An Award may be transferred pursuant to a domestic relations order entered or approved by a court of competent jurisdiction upon delivery to the Company of a written request for such transfer and a certified copy of such order.

(b) Form and Timing of Payment under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or any of its Affiliates upon the exercise or settlement of an Award may be made in such forms as the Committee shall determine in its discretion, including cash, Stock, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis (which may be required by the Committee or permitted at the election of the Participant on terms and conditions established by the Committee); provided, however, that any such deferred or installment payments will be set forth in the Award Agreement. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock.

(c) Evidencing Stock. The Stock or other securities of the Company delivered pursuant to an Award may be evidenced in any manner deemed appropriate by the Committee in its sole discretion, including in the form of a certificate issued in the name of the Participant or by book entry, electronic or otherwise, and shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Stock or other securities are then listed, and any applicable federal, state or other laws, and the Committee may cause a legend or legends to be inscribed on any such certificates to make appropriate reference to such restrictions. Further, if certificates representing Restricted Stock are registered in the name of the Participant, the Company may retain physical possession of the certificates and may require that the Participant deliver a stock power to the Company, endorsed in blank, related to the Restricted Stock.

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(d) Consideration for Grants. Awards may be granted for such consideration, including services, as the Committee shall determine, but shall not be granted for less than the minimum lawful consideration.

(e) Additional Agreements. Each Eligible Person to whom an Award is granted under the Plan may be required to agree in writing, as a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible Person’s termination of employment or service to a general release of claims and/or a noncompetition or other restricted covenant agreement in favor of the Company and its Affiliates, with the terms and conditions of such agreement(s) to be determined in good faith by the Committee.

8. Subdivision or Consolidation; Recapitalization; Change in Control; Reorganization.

(a) Existence of Plans and Awards. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Company, the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

(b) Additional Issuances. Except as expressly provided herein, the issuance by the Company of shares of stock of any class, including upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share of Stock, if applicable.

(c) Subdivision or Consolidation of Shares. The terms of an Award and the share limitations under the Plan shall be subject to adjustment by the Committee from time to time, in accordance with the following provisions:

(i) If at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a greater number of shares of Stock, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and applicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be increased proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.

(ii) If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, by reverse Stock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and applicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) shall be decreased proportionately, and the kind of shares or other securities available for the Plan

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shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be decreased proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be increased proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.

(d) Recapitalization. In the event of any change in the capital structure or business of the Company or other corporate transaction or event that would be considered an “equity restructuring” within the meaning of ASC Topic 718 and, in each case, that would result in an additional compensation expense to the Company pursuant to the provisions of ASC Topic 718, if adjustments to Awards with respect to such event were discretionary or otherwise not required (each such an event, an “Adjustment Event”), then the Committee shall equitably adjust (i) the aggregate number or kind of shares that thereafter may be delivered under the Plan, (ii) the number or kind of shares or other property (including cash) subject to an Award, (iii) the terms and conditions of Awards, including the purchase price or Exercise Price of Awards and performance goals, as applicable, and (iv) the applicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) to equitably reflect such Adjustment Event (“Equitable Adjustments”). In the event of any change in the capital structure or business of the Company or other corporate transaction or event that would not be considered an Adjustment Event, and is not otherwise addressed in this Section 8, the Committee shall have complete discretion to make Equitable Adjustments (if any) in such manner as it deems appropriate with respect to such other event.

(e) Change in Control and Other Events. Except to the extent otherwise provided in any applicable Award Agreement, in the event of a Change in Control or other changes in the Company or the outstanding Stock by reason of a recapitalization, reorganization, merger, consolidation, combination, exchange or other relevant change occurring after the date of the grant of any Award, the Committee, acting in its sole discretion without the consent or approval of any holder, may exercise any power enumerated in Section 3 (including the power to accelerate vesting, waive any forfeiture conditions or otherwise modify or adjust any other condition or limitation regarding an Award) and may also effect one or more of the following alternatives, which may vary among individual holders and which may vary among Awards held by any individual holder:

(i) accelerate the time of exercisability of an Award so that such Award may be exercised in full or in part for a limited period of time on or before a date specified by the Committee, after which specified date all unexercised Awards and all rights of holders thereunder shall terminate;

(ii) redeem in whole or in part outstanding Awards by requiring the mandatory surrender to the Company by selected holders of some or all of the outstanding Awards held by such holders (irrespective of whether such Awards are then vested or exercisable) as of a date, specified by the Committee, in which event the Committee shall thereupon cancel such Awards and pay to each holder an amount of cash or other consideration per Award (other than a Dividend Equivalent or Cash Award, which the Committee may separately require to be surrendered in exchange for cash or other consideration determined by the Committee in its discretion) equal to the Change in Control Price, less the Exercise Price with respect to an Option and less the grant price with respect to a SAR, as applicable to such Awards; provided, however, that to the extent the Exercise Price of an Option or the grant price of an SAR exceeds the Change in Control Price, such Award may be cancelled for no consideration; or

(iii) make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control or other such event (including the substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof);

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provided, however, that Awards subject to performance conditions shall be treated as provided in the applicable Award Agreement; provided, further, that so long as the event is not an Adjustment Event, the Committee may determine in its sole discretion that no adjustment is necessary to Awards then outstanding. If an Adjustment Event occurs, this Section 8(e) shall only apply to the extent it is not in conflict with Section 8(d).

9. General Provisions.

(a) Tax Withholding. The Company and any of its Affiliates are authorized to withhold from any Award granted, or any payment relating to an Award, including from a distribution of Stock, taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company, its Affiliates and Participants to satisfy the payment of withholding taxes and other tax obligations relating to any Award in such amounts as may be determined by the Committee. The Committee shall determine, in its sole discretion, the form of payment acceptable for such tax withholding obligations, including the delivery of cash or cash equivalents, Stock (including previously owned shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Committee deems appropriate. Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with shares of Stock through net settlement or previously owned shares shall be approved by either a committee made up of solely two or more Qualified Members or the full Board. If such tax withholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to such Award, as determined by the Committee.

(b) Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or any of its Affiliates, (ii) interfering in any way with the right of the Company or any of its Affiliates to terminate any Eligible Person’s or Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and/or employees and/or other service providers, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award.

(c) Governing Law; Submission to Jurisdiction. All questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. With respect to any claim or dispute related to or arising under the Plan, the Company and each Participant who accepts an Award hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Delaware.

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(d) Severability and Reformation. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. If any of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to Section 16 of the Exchange Act) or Section 422 of the Code (with respect to ISOs), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3) or Section 422 of the Code, in each case, only to the extent Rule 16b-3 and such sections of the Code are applicable. With respect to ISOs, if the Plan does not contain any provision required to be included herein under Section 422 of the Code, that provision shall be deemed to be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided, further, that, to the extent any Option that is intended to qualify as an ISO cannot so qualify, that Option (to that extent) shall be deemed a Nonstatutory Option for all purposes of the Plan.

(e) Unfunded Status of Awards; No Trust or Fund Created. The Plan is intended to constitute an “unfunded” plan for certain incentive awards. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company or such Affiliate.

(f) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable. Nothing contained in the Plan shall be construed to prevent the Company or any of its Affiliates from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No employee, beneficiary or other person shall have any claim against the Company or any of its Affiliates as a result of any such action.

(g) Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Stock or whether such fractional shares of Stock or any rights thereto shall be cancelled, terminated, or otherwise eliminated with or without consideration.

(h) Interpretation. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and, where appropriate, the plural shall include the singular and the singular shall include the plural. In the event of any conflict between the terms and conditions of an Award Agreement and the Plan, the provisions of the Plan shall control. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer

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to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.

(i) Facility of Payment. Any amounts payable hereunder to any individual under legal disability or who, in the judgment of the Committee, is unable to manage properly his financial affairs, may be paid to the legal representative of such individual, or may be applied for the benefit of such individual in any manner that the Committee may select, and the Company shall be relieved of any further liability for payment of such amounts.

(j) Conditions to Delivery of Stock. Nothing herein or in any Award Agreement shall require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act, any other applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. In addition, each Participant who receives an Award under the Plan shall not sell or otherwise dispose of Stock that is acquired upon grant, exercise or vesting of an Award in any manner that would constitute a violation of any applicable federal or state securities laws, the Plan or the rules, regulations or other requirements of the SEC or any stock exchange upon which the Stock is then listed. At the time of any exercise of an Option or SAR, or at the time of any grant of any other Award, the Company may, as a condition precedent to the exercise of such Option or SAR or settlement of any other Award, require from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or disposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Company, may be necessary to ensure that any disposition by that holder (or in the event of the holder’s death, his or her legal representatives, heirs, legatees, or distributees) will not involve a violation of the Securities Act, any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect. Stock or other securities shall not be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement (including any Exercise Price, grant price, or tax withholding) is received by the Company.

(k) Section 409A of the Code. It is the general intention, but not the obligation, of the Committee to design Awards to comply with or to be exempt from the Nonqualified Deferred Compensation Rules, and Awards will be operated and construed accordingly. Neither this Section 9(k) nor any other provision of the Plan is or contains a representation to any Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or sale of any Award (or the Stock underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. Notwithstanding any provision in the Plan or an Award Agreement to the contrary, in the event that a “specified employee” (as defined under the Nonqualified Deferred Compensation Rules) becomes entitled to a payment under an Award that would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is not delayed until the earlier of (i) the date of the Participant’s death, or (ii) the date that is six months after the Participant’s “separation from service,” as defined under the Nonqualified Deferred Compensation Rules (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to the Participant until the Section 409A Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid in a lump sum without interest on the Section 409A Payment Date. The applicable provisions of the Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in conflict therewith.

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(l) Clawback. The Plan and all Awards granted hereunder are subject to any written clawback policies that the Company, with the approval of the Board or an authorized committee thereof, may adopt either prior to or following the Effective Date, including any policy adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the SEC and that the Company determines should apply to Awards. Any such policy may subject a Participant’s Awards and amounts paid or realized with respect to Awards to reduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy.

(m) Status under ERISA. The Plan shall not constitute an “employee benefit plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

(n) Plan Effective Date and Term. The Plan was adopted by the Board to be effective on the Effective Date. No Awards may be granted under the Plan on and after the tenth anniversary of the Effective Date. However, any Award granted prior to such termination (or any earlier termination pursuant to Section 10), and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of the Plan, shall extend beyond such termination until the final disposition of such Award.

10. Amendments to the Plan and Awards. The Committee may amend, alter, suspend, discontinue or terminate any Award or Award Agreement, the Plan or the Committee’s authority to grant Awards without the consent of stockholders or Participants, except that any amendment or alteration to the Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Committee action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Committee may otherwise, in its discretion, determine to submit other changes to the Plan to stockholders for approval; provided, that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. For purposes of clarity, any adjustments made to Awards pursuant to Section 8 will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and outstanding Award and therefore may be made without the consent of affected Participants.

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EX-10.2

Exhibit 10.2

EXECUTION VERSION

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT is dated as of November 20, 2019 (this “Agreement”), by and between TPG Pace Holdings Corp., a Delaware corporation (the “Company”), TPG Pace II Sponsor Successor, LLC (“Pace Sponsor”), a Delaware limited liability company and a continuation of the Initial Sponsor (as defined below), TPG Pace Governance, LLC, a Cayman Islands limited liability company (“Pace Governance”), Peterson Capital Partners, L.P. (“Peterson Capital”) and the individuals set forth on Schedule A (collectively, the “Company Holders”). Pace Sponsor, Pace Governance, Peterson Capital and the Company Holders are collectively referred to herein as the “Restricted Stockholders” and each a “Restricted Stockholder”. Capitalized terms used herein and not otherwise defined in this Agreement shall have the meanings ascribed to them in the Transaction Agreement.

W I T N E S S E T H:

WHEREAS, the Company, each of David W. Ruttenberg and Gordon Rubenstein (in their capacity as the Shareholder Representatives) and the sellers named therein entered into that certain Transaction Agreement, dated as of June 13, 2019 (as it may be amended, restated or otherwise modified from time to time, the “Transaction Agreement”);

WHEREAS, concurrently with the execution of the Transaction Agreement, TPG Pace II Sponsor, LLC, a Cayman Islands limited liability company (the “Initial Sponsor”) entered into a letter agreement substantially in the form attached as Exhibit A to the Transaction Agreement, pursuant to which, among other things, the Initial Sponsor agreed to exchange 2,000,000 shares of Class F common stock, par value $0.0001 per share, of the Company for an equal number of validly issued, fully paid and non-assessable shares of Class A-2 common stock, par value $0.0001 per share, of the Company (“Class A-2 Shares”) with terms as set forth herein;

WHEREAS, following the Parent Domestication but immediately prior to the Closing, the Initial Sponsor distributed 380,295 Class A-2 Shares to Pace Sponsor, 998,105 Class A-2 Shares to Pace Governance and 621,600 Class A-2 Shares to Peterson Capital;

WHEREAS, in connection with the Integrated Transactions and pursuant to the Stock Purchase, each Company Holder that made a Cash Election pursuant to Section 2.4 of the Transaction Agreement that was in respect of less than 70% of the number of shares of Company Stock owned by such Company Holder became entitled to, among other things, its pro rata share (based upon the number of shares of Company Stock with respect to which such Company Holder did not make a Cash Election in excess of 30% of the number of shares of Company Stock owned by such Company Holder) of 3,000,000 Class A-2 Shares with terms as set forth herein; and

WHEREAS, the Conversion (as defined below) of the Class A-2 Shares held by the Restricted Stockholders is subject to the conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows:

1.    Definitions.

(a)    “Accel” means Accel Entertainment, Inc., an Illinois corporation.

(b)    “Acceleration Event” means a transaction or series of related transactions that would result in a third party or group (as defined in or under Section 13 of the Exchange Act) becoming the beneficial owner of, directly or indirectly, more than fifty percent (50%) of the total voting power of the equity securities of the Company, or more than fifty percent (50%) of the consolidated net revenues, net income or total assets (including equity securities of its Subsidiaries) of the Company.

(c)     “Beneficial Ownership Limitation” shall be 4.99% of the total number of shares of Company Class A-1 Common Stock issued and outstanding immediately after giving effect to the issuance of shares of Company Class A-1 Common Stock issuable upon Conversion of Class A-2 Shares held by the applicable Restricted Stockholder.

(d)    “Board” has the meaning set forth in Section 3(a).

(e)    “Closing Sale Price” of the Company Class A-1 Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported in composite transactions for the New York Stock Exchange (or such other securities exchange or market on which the Company Class A-1 Common Stock is then listed or quoted).

(f)    “Company Class A-1 Common Stock” means the validly issued, fully-paid and non-assessable shares of Class A-1 common stock, par value $0.0001 per share, of the Company.

(g)    “Company Holder’s Pro Rata Percentage” means, with respect to each Company Holder, the percentage set forth opposite such Company Holder’s name on Schedule A attached hereto.

(h)    “Conversion”, “Convert” or “Converting” means, with respect to each Restricted Stockholder, the exchange of such Restricted Stockholder’s Class A-2 Shares for, and the issue by the Company to such Restricted Stockholder of, an equal number of shares of Company Class A-1 Common Stock.

(i)    “Dispute Notice” has the meaning set forth in Section 4(b).

(j)    “Earnout Statement” means the audited consolidated financial statements of the Company for the Tranche I Measurement Periods, the Tranche II Measurement Periods or the Tranche III Measurement Periods, as applicable, consisting of a balance sheet and related consolidated statements of operations, income and cash flows, as reported in the Company’s Form 10-K or Form 10-Q, as applicable, as filed with the SEC, together with (i) the Company’s good faith calculation of LTM EBITDA for the Tranche I Measurement Periods, the Tranche II Measurement Periods or the Tranche III Measurement Periods, as applicable, and good

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faith determination as to whether the Tranche I Condition, Tranche II Condition or Tranche III Condition, as applicable, has been satisfied and (ii) reasonable detail and calculations supporting the Company’s computations described in the foregoing clause (i).

(k)    “Gaming Approvals” means all licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements, waivers and exemptions issued by any Gaming Authority necessary for or relating to the conduct of activities by the Company and its Subsidiaries.

(l)    “Gaming Authority” means any governmental agency that holds licensing or permit authority over gambling, gaming or casino activities conducted by the Company or its Subsidiaries within each of their respective jurisdictions.

(m)    “Initial Sponsor” has the meaning set forth in the Recitals.

(n)    “Peterson Capital” has the meaning set forth in the Preamble.

(o)    “LTM EBITDA” means the net income of Accel (on a consolidated basis) measured for the period of the most recent four consecutive fiscal quarters (or 12 months), as reported in accordance with GAAP adjusted for the following: (a) plus the sum of (i) interest expense; (ii) income tax expense; (iii) depreciation; (iv) amortization; (v) start-up costs related to expansion to new States; (vi) acquisition-related expenses; (vii) stock option expense; (viii) legal settlements; and (ix) non-recurring receivable reserve associated with contracts in Chicago; (b) less the sum of (i) interest income; (ii) non-cash gains/(losses) on liability revaluation; (iii) gains/(losses) on sale of assets; and (iv) non-operating rent income.

(p)    “Measurement Period” means any of the Tranche I Measurement Periods, Tranche II Measurement Periods or Tranche III Measurement Periods.

(q)    “Pace Governance” has the meaning set forth in the Preamble.

(r)    “Pace Sponsor” has the meaning set forth in the Preamble.

(s)    “Permitted Transferee” of a Restricted Stockholder means any Person in which the Restricted Stockholder owns a majority of the equity interests or any other investment entity that is controlled, advised or managed by the same Person or Persons that control the Restricted Stockholder or is an Affiliate of such Person. The term “control” and its derivatives with respect to any Person mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise

(t)    “SEC” means the United States Securities and Exchange Commission.

(u)    “Trading Day” shall mean a day during which trading in the Company Class A-1 Common Stock generally occurs on the New York Stock Exchange (or such other securities exchange or market on which the Company Class A-1 Common Stock is then listed or quoted) or, if the Company Class A-1 Common Stock is not listed on a U.S. national or regional

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securities exchange or market, on the principal other market on which the Company Class A-1 Common Stock is then listed or admitted for trading. If the Company Class A-1 Common Stock is not so listed or admitted for trading, Trading Day means a Business Day.

(v)    “Tranche Condition” means any of the Tranche I Condition, Tranche II Condition or Tranche III Condition.

(w)    “Tranche I Condition” has the meaning set forth in Section 2(a).

(x)    “Tranche I Conversion” has the meaning set forth in Section 2(a).

(y)    “Tranche I Measurement Date” means each of December 31, 2021, March 31, 2022 and June 30, 2022.

(z)    “Tranche I Measurement Periods” means the most recent four consecutive fiscal quarters (or 12 months) as measured from each of the Tranche I Measurement Dates.

(aa)    “Tranche II Condition” has the meaning set forth in Section 2(b).

(bb)    “Tranche II Conversion” has the meaning set forth in Section 2(b).

(cc)    “Tranche II Measurement Date” means each of December 31, 2022, March 31, 2023 and June 30, 2023.

(dd)    “Tranche II Measurement Periods” means the most recent four consecutive fiscal quarters (or 12 months) as measured from each of the Tranche II Measurement Dates.

(ee)    “Tranche III Condition” has the meaning set forth in Section 2(c).

(ff)    “Tranche III Conversion” has the meaning set forth in Section 2(c).

(gg)    “Tranche III Measurement Date” means each of December 31, 2023, March 31, 2024 and June 30, 2024.

(hh)    “Tranche III Measurement Periods” means the most recent four consecutive fiscal quarters (or 12 months) as measured from each of the Tranche III Measurement Dates.

(ii)    “Transferred” means, with respect to the Class A-2 Shares, any and every absolute or conditional method of transferring a legal or equitable, record or beneficial, direct or indirect ownership (including through the transfer of capital stock of any Person that holds, or controls any Person that holds, such interest) of such Class A-2 Shares, or a part thereof, whether voluntarily, involuntarily, or by operation of Law (including a change in beneficiaries or trustees of a trust) and including directly or indirectly selling, assigning, transferring, conveying, giving away, pledging, mortgaging, or otherwise creating, incurring or assuming any encumbrance with respect to, such interest.

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2.    Conversion of Class A-2 Shares. A Restricted Stockholder’s Class A-2 Shares shall Convert in accordance with the terms set forth in this Section 2.

(a)    Tranche I Conversion. If either (i) (A) LTM EBITDA as of a Tranche I Measurement Date equals or exceeds $132,000,000.00 or (ii) following the Closing, the Closing Sale Price equals or exceeds $12.00 for at least twenty (20) Trading Days in any consecutive thirty (30) Trading Day period (the “Tranche I Condition”), then (I) in the case of Pace Sponsor, 126,765 Class A-2 Shares shall Convert, (II) in the case of Pace Governance, 332,701 Class A-2 Shares shall Convert, (III) in the case of Peterson Capital, 207,200 Class A-2 Shares shall Convert and (IV) in the case of a Company Holder, such number of Class A-2 Shares equal to the product obtained by multiplying (A) 1,000,000 by (B) the Company Holder’s Pro Rata Percentage shall Convert (the “Tranche I Conversion”).

(b)    Tranche II Conversion. If either (i) (A) LTM EBITDA as of a Tranche II Measurement Date equals or exceeds $152,000,000.00 or (ii) following the Closing, the Closing Sale Price equals or exceeds $14.00 for at least twenty (20) Trading Days in any consecutive thirty (30) Trading Day period (the “Tranche II Condition”) then (I) in the case of Pace Sponsor, 126,765 Class A-2 Shares shall Convert, (II) in the case of Pace Governance, 332,702 Class A-2 Shares shall Convert, (III) in the case of Peterson Capital, 207,200 Class A-2 Shares shall Convert and (IV) in the case of a Company Holder, such number of Class A-2 Shares equal to the product obtained by multiplying (A) 1,000,000 by (B) the Company Holder’s Pro Rata Percentage shall Convert (the “Tranche II Conversion”).

(c)    Tranche III Conversion. If either (i) (A) LTM EBITDA as of a Tranche III Measurement Date equals or exceeds $172,000,000.00 or (ii) following the Closing, the Closing Sale Price equals or exceeds $16.00 for at least twenty (20) Trading Days in any consecutive 30 Trading Day period (the “Tranche III Condition”), then (I) in the case of Pace Sponsor, 126,765 Class A-2 Shares shall Convert, (II) in the case of Pace Governance, 332,702 Class A-2 Shares shall Convert, (III) in the case of Peterson Capital, 207,200 Class A-2 Shares shall Convert and (IV) in the case of a Company Holder, such number of Class A-2 Shares equal to the product obtained by multiplying (A) 1,000,000 by (B) the Company Holder’s Pro Rata Percentage shall Convert (the “Tranche III Conversion”).

(d)    Accelerated Conversion of Class A-2 Shares. Notwithstanding the Tranche Conditions, each Class A-2 Share held by a Restricted Stockholder shall, if not previously Converted pursuant to a Tranche Condition, Convert immediately prior to the consummation of an Acceleration Event; provided that the satisfaction of the applicable Tranche Condition cannot be determined at such time.

(e)    Limitation on Conversions. Except as provided in Section 2(f), no Conversion of Class A-2 Shares into shares of Company Class A-1 Common Stock shall be effected, and a Restricted Stockholder shall not be required to Convert any portion of the Class A-2 Shares into shares of Company Class A-1 Common Stock if, (x) prior to giving effect to the Conversions set forth in this Section 2, such Restricted Stockholder beneficially owns less than the Beneficial Ownership Limitation, and, (y) after giving effect to the Conversions set forth in this Section 2, such Restricted Stockholder would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of clause (y) of the foregoing sentence, the number of shares

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of Company Class A-1 Common Stock beneficially owned by such Restricted Stockholder shall include the number of shares of Company Class A-1 Common Stock issuable upon Conversion of the Class A-2 Shares with respect to which such determination is being made, but shall exclude the number of shares of Company Class A-1 Common Stock which are issuable upon (i) Conversion of the remaining, unconverted Class A-2 Shares beneficially owned by such Restricted Stockholder and (ii) exercise or conversion (or deemed exercise or conversion) of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Restricted Stockholder. For purposes of this Section 2(e), in determining the number of issued and outstanding shares of Company Class A-1 Common Stock, a Restricted Stockholder may rely on the number of outstanding shares of Company Class A-1 Common Stock as stated in the most recent of the following: (i) the Company’s most recent Form 10-K or Form 10-Q filed with the SEC, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company setting forth the number of shares of Company Class A-1 Common Stock issued and outstanding. Additionally, upon the written request of a Restricted Stockholder, the Company shall within two (2) Trading Days confirm in writing to such Restricted Stockholder the number of shares of Company Class A-1 Common Stock then issued and outstanding. In any case, the number of issued and outstanding shares of Company Class A-1 Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Conversion of the Class A-2 Shares into shares of Company Class A-1 Common Stock, since the date as of which such number of issued and outstanding shares of Company Class A-1 Common Stock was reported. For purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.

(f)    Regulatory Approval. Notwithstanding the Conversion limitation set forth in Section 2(e), if and when a Restricted Stockholder has obtained all required Gaming Approvals from the applicable Gaming Authorities permitting such Restricted Stockholder to beneficially own shares of Company Class A-1 Common Stock in an amount that is in excess of the Beneficial Ownership Limitation, then the Class A-2 Shares held by such Restricted Stockholder shall immediately Convert without regard to the Beneficial Ownership Limitation. Such Restricted Stockholder shall promptly provide to the Company written copies of (i) all such Gaming Approvals upon the issuance of such Gaming Approvals by the applicable Gaming Authorities, and (ii) any modification, amendment, restriction, limitation, termination, revocation or other change to any such Gaming Approvals.

3.    Adjustments, Other. Notwithstanding anything in this Agreement to the contrary:

(a)    LTM EBITDA and the LTM EBITDA thresholds as set forth in Sections 2(a), (b) and (c) shall be reasonably adjusted upwards or downwards, as applicable, by the “Independent Directors” (within the meaning of the listing rules of the New York Stock Exchange) of the board of directors of the Company (the “Board”) from time to time following the Closing to take into account the anticipated effect of any acquisitions or dispositions that are, individually or in the aggregate, in excess of $40,000,000.00 during any Measurement Period and otherwise materially different from the annual forecast presented to the Company’s investors at the Closing and consummated by the Company or its Subsidiaries. Any such adjustment to LTM EBITDA or the LTM EBITDA thresholds in Sections 2(a), (b) and (c) shall be made in a manner

6

that is consistent with the anticipated impact to EBITDA that is modeled by or on behalf of the Company or its Subsidiaries in connection with the applicable acquisition or disposition, but shall not in any event take into account any impact of synergies; and

(b)    the Closing Sale Price thresholds for the Company Class A-1 Common Stock as set forth in Sections 2(a), (b) and (c) shall be reasonably adjusted by the “Independent Directors” (within the meaning of the listing rules of the New York Stock Exchange) of the Board from time to time following the Closing in good faith to take into account the anticipated effect of any stock split, stock dividend, reverse stock split, reclassification, recapitalization, merger, business combination or other similar transaction or event.

4.    Earnout Statements; Disputes.

(a)    The Company shall deliver an Earnout Statement to the Shareholder Representatives, Pace Sponsor, Pace Governance and Peterson Capital with respect to the Tranche I Conversion, the Tranche II Conversion or the Tranche III Conversion, as applicable, no later than ten (10) days following the Company’s filing of its Form 10-K or Form 10-Q, as applicable, for the Tranche I Measurement Periods, the Tranche II Measurement Periods or the Tranche III Measurement Periods, as applicable, with the SEC, provided, that the Company shall be relieved of its obligation to deliver an Earnout Statement to the Shareholder Representatives, Pace Sponsor, Pace Governance and Peterson Capital with respect to a Measurement Period if the Tranche Condition for such period has been satisfied.

(b)    If the Shareholder Representatives, Pace Sponsor, Pace Governance or Peterson Capital disagrees with any calculation set forth in an Earnout Statement, as soon as practicable, and in any event within thirty (30) days after the Shareholder Representatives’, Pace Sponsor’s, Pace Governance’s or Peterson Capital’s receipt of such Earnout Statement, the Shareholder Representatives, Pace Sponsor, Pace Governance or Peterson Capital, as applicable, shall return to the Company a written report containing any proposed changes to such Earnout Statement and an explanation of any such changes and the reasons therefor (a “Dispute Notice”). The Company shall make available to the Shareholder Representatives, Pace Sponsor, Pace Governance and Peterson Capital such information and records of the Company and its Subsidiaries to the extent reasonably necessary for the Shareholder Representatives, Pace Sponsor, Pace Governance and Peterson Capital to verify the calculations set forth in such Earnout Statement. The Shareholder Representatives, Pace Sponsor, Pace Governance or Peterson Capital, as applicable, and the Company shall work together in good faith to resolve any matters addressed in a Dispute Notice

5.    Duties.

(a)    Notwithstanding anything in this Agreement or the Transaction Agreement to the contrary, from and after the Closing, the Company shall have sole discretion with respect to owning, developing, operating and/or maintaining the assets of the Company and its Subsidiaries and shall have no duties and/or obligations, expressed or implied with respect to owning, developing, operating and/or maintaining the assets of the Company and its Subsidiaries hereunder, including any duty and/or obligation to (i) try to achieve the EBITDA thresholds

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described in Sections 2(a), (b) or (c) or (ii) maximize the Closing Sale Price of the Company Class A-1 Common Stock.

(b)    This Agreement is strictly a contractual relationship between the Company and the Restricted Stockholders, and does not create any express or implied fiduciary or special relationship or any express or implied fiduciary, special or other duties.

6.    Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all the parties hereto, even though all parties are not signatory to the original or the same counterpart.

7.    Entire Agreement; Waiver; Amendments. This Agreement and the Transaction Agreement and any exhibits, schedules or other documents referred to herein or therein, sets forth the entire understanding of the parties, and supersedes all prior agreements, arrangements, term sheets, presentations and communications, whether oral or written, with respect to the specific subject matter hereof. No waiver of or consent to any departure from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided, that notice of any such waiver shall be given to each party hereto as set forth in Section 11 hereto. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company, Pace Sponsor, Pace Governance, Peterson Capital and Company Holders representing at least 90% of the Class A-2 Shares issued to the Company Holders, provided, that no provision of this Agreement may be amended or modified unless any and each Company Holder adversely affected by such amendment or modification in a manner different than the other Company Holders has expressly consented in writing to such amendment or modification.

8.    Assignment; Transfer; Third Party Beneficiaries; Binding Effect. Class A-2 Shares may not be Transferred, other than to a Permitted Transferee. The rights and obligations of each party under this Agreement may not be assigned to any other Person or entity, provided, that such rights and obligations may be transferred to any Permitted Transferee of a Restricted Stockholder to which Class A-2 Shares are Transferred. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person or entity other than the parties to this Agreement, and their respective successors and assigns. This Agreement shall be binding upon the Company, each Restricted Stockholder and their respective heirs, successors, legal representatives and permitted assigns.

9.    Saving Clause. If any provision of this Agreement, or the application of such provision to any Person or circumstance, is held invalid, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. If the operation of any provision of this Agreement would contravene the provisions of any applicable Law, such provision shall be void and ineffectual. In the event that applicable Law is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.

10.    Injunctive Relief. Each of the parties to this Agreement hereby acknowledges that in the event of a breach by any of them of any material provision of this

8

Agreement, the aggrieved party may be without an adequate remedy at Law. Each of the parties therefore agrees that, in the event of a breach of any material provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings to enforce specific performance or to enjoin the continuing breach of such provision, as well as to obtain damages for breach of this Agreement. By seeking or obtaining any such relief, the aggrieved party will not be precluded from seeking or obtaining any other relief to which it may be entitled.

11.    Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, telegraphed, emailed or telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback or confirmation when so delivered by telegraph or telecopy (to such number specified below or another number or numbers as such Person may subsequently designate by notice given hereunder), (c) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (d) five (5) Business Days after the date of mailing to the address below or to such other address or addresses as such Person may hereafter designate by notice given hereunder:

If to the Company, Pace Sponsor, Pace Governance or Peterson Capital, to:

c/o TPG Pace Holdings Corp.

301 Commerce St., Suite 3300

Fort Worth, TX 76102

Attn: General Counsel

Email: OfficeofGeneralCounsel@tpg.com

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

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:           Douglas Warner;

                 Christopher Machera

Email:                doug.warner@weil.com;

                 chris.machera@weil.com

If to the Restricted Stockholders (except for Pace Sponsor, Pace Governance and Peterson Capital), to the address set forth for such Restricted Stockholder on Schedule A attached hereto

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

Much Shelist, P.C.

191 North Wacker Drive, Suite 1800

Chicago, IL 60606

Attention:       Jeffrey C. Rubenstein

                        Michael B. Shaw

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Email:             jrubenstein@muchlaw.com

                         mshaw@muchlaw.com

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

Fenwick & West LLP

902 Broadway, Suite 14

New York, NY 10010

Attention:        Mark Stevens

               Ken Myers

               Scott Behar

Email:              mstevens@fenwick.com

              kmyers@fenwick.com

              sbehar@fenwick.com

12.    Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York, without application of the conflict of Laws principles thereof.

13.    Venue; Waiver of Jury Trial.

(a)    THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 11 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

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(b)    EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 13(B).

[The remainder of this page has been intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

TPG PACE HOLDINGS CORP.
By:	/s/ Karl Peterson
Name:	Karl Peterson
Title:	Chief Executive Officer and President

[SIGNATURE PAGE TO RESTRICTED STOCK AGREEMENT]

TPG PACE II SPONSOR SUCCESSOR, LLC
By:	/s/ Michael LaGatta
Name:	Michael LaGatta
Title:	Vice President

[SIGNATURE PAGE TO RESTRICTED STOCK AGREEMENT]

TPG PACE GOVERNANCE, LLC
TPG Holdings III, L.P.
By its general partner:
TPG Holdings III-A, L.P.
By its general partner:
TPG Holdings III-A, Inc.
By:	/s/ Michael LaGatta
Name:	Michael LaGatta

[SIGNATURE PAGE TO RESTRICTED STOCK AGREEMENT]

PETERSON CAPITAL PARTNERS, L.P.
By:	/s/ Karl Peterson
Name:	Karl Peterson
Title:	Authorized Signatory

[SIGNATURE PAGE TO RESTRICTED STOCK AGREEMENT]

COMPANY HOLDERS:

      (Name of Shareholder):

By:

Name:

Title:

[SIGNATURE PAGE TO RESTRICTED STOCK AGREEMENT]

EX-10.3

Exhibit 10.3

EXECUTION VERSION

TPG PACE HOLDINGS CORP.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

WARRANT AGREEMENT

Dated as of November 20, 2019

THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 20, 2019, is by and between TPG Pace Holdings Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

WHEREAS, the Company is party to that certain Transaction Agreement, dated as of June 13, 2019, by and among each of the persons set forth on Schedule 1 to the Transaction Agreement, and each of David W. Ruttenberg and John S. Bakalar (as successor to Gordon Rubenstein), each in their capacity as a shareholder representative (as it may from time to time be amended, restated or otherwise modified from time to time, the “Transaction Agreement”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Transaction Agreement (the “Business Combination”), the Company shall issue to certain shareholders of the Company (each, an “Accel Holder”) its pro rata share of 2,444,444 warrants (subject to rounding to avoid fractional warrants), each entitling the Holder to purchase one share of Class A-1 common stock of the Company, par value $0.0001 per share (the “Class A-1 Stock”) at an exercise price of $11.50 per share, subject to adjustment as described herein and bearing the legend set forth in Exhibit B hereto (the “New Accel Warrants”);

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the New Accel Warrants;

WHEREAS, the Company desires to provide for the form and provisions of the New Accel Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the New Accel Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the New Accel Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1.    Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the New Accel Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2.    New Accel Warrants.

2.1    Form of New Accel Warrant. Each New Accel Warrant shall be issued in registered form only.

2.2    Effect of Countersignature. If a physical certificate in the form annexed hereto as Exhibit A is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a New Accel Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3    Registration.

2.3.1    New Accel Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and the registration of transfer of the New Accel Warrants. Upon the initial issuance of the New Accel Warrants in book-entry form, the Warrant Agent shall issue and register the New Accel Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.

Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any New Accel Warrant shall have ceased to serve in the capacity in which such person signed the New Accel Warrant before such New Accel Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.3.2    Registered Holder. Prior to due presentment for registration of transfer of any New Accel Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such New Accel Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such New Accel Warrant and of each New Accel Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.4    No Fractional Warrants. The Company shall not issue fractional New Accel Warrants and the Company shall round down to the nearest whole number the number of New Accel Warrants to be issued to such holder.

2.5    New Accel Warrants. So long as the New Accel Warrants are held by the Accel Holder or any of its Permitted Transferees (as defined below) the New Accel Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the date of this Agreement, and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the New Accel Warrants and any Class A-1 Stock held by the Accel Holder or any of its Permitted Transferees and issued upon exercise of the New Accel Warrants may be transferred by the holders thereof:

(a)    to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Accel Holder, or any affiliates of the Accel Holder,

(b)    in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;

(c)    in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;

(d)    in the case of an individual, pursuant to a qualified domestic relations order;

(e)    in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A-1 Stock for cash, securities or other property subsequent to the completion of the Company’s Business Combination; provided, however, that, in the case of clauses (a) through (d), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

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3.    Terms and Exercise of New Accel Warrants.

3.1    New Accel Warrant Price. Each New Accel Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such New Accel Warrant and of this Agreement, to purchase from the Company the number of Class A-1 Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “New Accel Warrant Price” as used in this Agreement shall mean the price per share at which Class A-1 Stock may be purchased at the time a New Accel Warrant is exercised. The Company in its sole discretion may lower the New Accel Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) business days (other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”)), provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the New Accel Warrants and, provided further that any such reduction shall be identical among all of the New Accel Warrants.

3.2    Duration of New Accel Warrants. A New Accel Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date that is thirty (30) days after the date of this Agreement and terminating at 5:00 p.m., New York City time on the earlier to occur of: (a) the date that is five (5) years after the date of this Agreement, (b) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association, as amended from time to time, or (c) the Alternative Redemption Date (as defined below) (the “Expiration Date”); provided, however, that the exercise of any New Accel Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. Subject to Section 6.5 hereof, except with respect to the right to receive the Redemption Price (as defined below) or the Alternative Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereof), each New Accel Warrant (other than in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the New Accel Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the New Accel Warrants and, provided further that any such extension shall be identical in duration among all the New Accel Warrants.

3.3    Exercise of New Accel Warrants.

3.3.1    Payment. Subject to the provisions of the New Accel Warrant and this Agreement, a New Accel Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, together with (i) an election to purchase form, duly executed, electing to exercise such New Accel Warrants and (ii) payment in full of the New Accel Warrant Price for each full Ordinary Share as to which the New Accel Warrant is exercised and any and all applicable taxes due in connection with the exercise of the New Accel Warrant, the exchange of the New Accel Warrant for the Class A-1 Stock and the issuance of such Class A-1 Stock, as follows:

(a)    in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent;

(b)    in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders of the New Accel Warrants to exercise such New Accel Warrants on a “cashless basis,” by surrendering the New Accel Warrants for that number of Class A-1 Stock equal to the quotient obtained by dividing (x) the product of the number of Class A-1 Stock underlying the New Accel Warrants, multiplied by the excess of the “Fair Market Value” (as defined in this subsection 3.3.1(b)) over the exercise price of the New Accel Warrants by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value” shall mean the average reported last sale price of the Class A-1 Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the New Accel Warrants, pursuant to Section 6 hereof;

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(c)    so long as such New Accel Warrant is held by the Accel Holder or a Permitted Transferee, by surrendering the New Accel Warrant for that number of Class A-1 Stock equal to the quotient obtained by dividing (x) the product of the number of Class A-1 Stock underlying the New Accel Warrant, multiplied by the excess of the “Fair Market Value” (as defined in this subsection 3.3.1(c)) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Class A-1 Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the New Accel Warrant is sent to the Warrant Agent; or

(d)    as provided in Section 7.4 hereof.

3.3.2    Issuance of Class A-1 Stock on Exercise. As soon as practicable after the exercise of any New Accel Warrant and the clearance of the funds in payment of the New Accel Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such New Accel Warrant a book-entry position or certificate, as applicable, for the number of full Class A-1 Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such New Accel Warrant shall not have been exercised in full, a new book-entry position or countersigned New Accel Warrant, as applicable, for the number of shares as to which such New Accel Warrant shall not have been exercised. No New Accel Warrant shall be exercisable and the Company shall not be obligated to issue Class A-1 Stock upon exercise of a New Accel Warrant unless the Class A-1 Stock issuable upon such New Accel Warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the New Accel Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a New Accel Warrant, the holder of such New Accel Warrant shall not be entitled to exercise such New Accel Warrant and such New Accel Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any New Accel Warrant. If, by reason of any exercise of warrants on a “cashless basis”, the holder of any New Accel Warrant would be entitled, upon the exercise of such New Accel Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number of Class A-1 Stock to be issued to such holder.

3.3.3    Valid Issuance. All Class A-1 Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.

3.3.4    Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Class A-1 Stock is issued shall for all purposes be deemed to have become the holder of record of such Class A-1 Stock on the date on which the New Accel Warrant, or book-entry position representing such New Accel Warrant, was surrendered and payment of the New Accel Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated New Accel Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.

3.3.5    Limitation on Exercise. Except as provided in subsection 3.3.6, no New Accel Warrant may be exercised if, (x) prior to giving effect to the exercise, the holder of such New Accel Warrant beneficially owns less than the 4.99% of the total number of shares of Class A-1 Stock issued and outstanding at such time (the “Beneficial Ownership Limitation”), and, (y) after giving effect to such exercise, the holder of such New Accel Warrant would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of clause (y) of the foregoing sentence, the number of shares of Class A-1 Stock beneficially owned by such holder shall include the number of shares of Class A-1 Stock issuable upon the exercise of the New Accel Warrant with respect to which such determination is being made, but shall exclude the number of shares of Class A-1 Stock which are issuable upon (a) exercise of the remaining, unexercised New Accel Warrants beneficially owned by such holder of New Accel Warrants and (b) exercise or conversion (or deemed exercise or conversion) of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such holder of New Accel Warrants. For purposes of this subsection 3.3.5, in determining the number of issued and outstanding shares of Class A-1 Stock, a holder of New Accel Warrants may rely on the number of outstanding shares of Class A-1 Stock

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as stated in the most recent of the following: (i) the Company’s most recent Form 10-K or Form 10-Q filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company setting forth the number of shares of Class A-1 Stock issued and outstanding. Additionally, upon the written request of a holder of New Accel Warrants, the Company shall within two (2) Trading Days confirm in writing to such holder the number of shares of Class A-1 Stock then issued and outstanding. In any case, the number of issued and outstanding shares of Class A-1 Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the exercise of New Accel Warrants into shares of Class A-1 Stock, since the date as of which such number of issued and outstanding shares of Class A-1 Stock was reported. For purposes of this subsection 3.3.5, (x) beneficial ownership is calculated in accordance with Section 13(d) of the Exchange Act, and (y) the term “Trading Day” shall mean a day during which trading in the Class A-1 Stock generally occurs on the New York Stock Exchange (or such other securities exchange or market on which the Class A-1 Stock is then listed or quoted) or, if the Class A-1 Stock is not listed on a U.S. national or regional securities exchange market, on the principal other market on which the Class A-1 Stock is then listed or admitted for trading.

3.3.6    Regulatory Approval. Notwithstanding the limitation set forth in subsection 3.3.5, if and when a holder of New Accel Warrants has obtained all required Gaming Approvals from the applicable Gaming Authorities permitting such holder to beneficially own shares of Class A-1 Stock in an amount that is in excess of the Beneficial Ownership Limitation, then the New Accel Warrants held by such holder shall immediately be exercisable without regard to the Beneficial Ownership Limitation. Such holder shall promptly provide the Company with written copies of (a) all such Gaming Approvals upon the issuance of such Gaming Approvals by the applicable Gaming Authorities, and (b) any modification, amendment, restriction, limitation, termination, revocation or other change to any such Gaming Approvals. For purposes of this subsection 3.3.6, (x) the term “Gaming Approvals” shall mean all licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements, waivers and exemptions issued by any Gaming Authority necessary for or relating to the conduct of activities by the Company and its subsidiaries, and (y) the term “Gaming Authority” shall mean any governmental agency that holds licensing or permit authority over gambling, gaming or casino activities conducted by the Company or its subsidiaries within each of their respective jurisdictions.

3.3.7    Maximum Percentage. A holder of a New Accel Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.7; however, no holder of a New Accel Warrant shall be subject to this subsection 3.3.7 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s New Accel Warrant, and such holder shall not have the right to exercise such New Accel Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Class A-1 Stock issued and outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Class A-1 Stock beneficially owned by such person and its affiliates shall include the number of Class A-1 Stock issuable upon exercise of the New Accel Warrant with respect to which the determination of such sentence is being made, but shall exclude Class A-1 Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the New Accel Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the New Accel Warrant, in determining the number of issued and outstanding Class A-1 Stock, the holder may rely on the number of issued and outstanding Class A-1 Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Securities and Exchange Commission (the “Commission”) as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Class A-1 Stock issued and outstanding. For any reason at any time, upon the written request of the holder of the New Accel Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Class A-1 Stock then issued and outstanding. In any case, the number of issued and outstanding Class A-1 Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued

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and outstanding Class A-1 Stock was reported. By written notice to the Company, the holder of a New Accel Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

4.    Adjustments.

4.1    Share Dividends.

4.1.1    Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding Class A-1 Stock is increased by a capitalization of Class A-1 Stock, or by a split-up of Class A-1 Stock or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of Class A-1 Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Class A-1 Stock. A rights offering to holders of Class A-1 Stock entitling holders to purchase Class A-1 Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a capitalization of a number of Class A-1 Stock equal to the product of (i) the number of Class A-1 Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A-1 Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A-1 Stock, in determining the price payable for Class A-1 Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Class A-1 Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A-1 Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

4.1.2    Extraordinary Dividends. If the Company, at any time while the New Accel Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A-1 Stock on account of such Class A-1 Stock (or other shares of the Company’s share capital into which the New Accel Warrants are convertible), other than (a) as described in subsection 4.1.1 above, or (b) Ordinary Cash Dividends (as defined below), (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the New Accel Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Class A-1 Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the New Accel Warrant Price or to the number of Class A-1 Stock issuable on exercise of each New Accel Warrant) does not exceed $0.50.

4.2    Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding Class A-1 Stock is decreased by a consolidation, combination, reverse share split or reclassification of Class A-1 Stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Class A-1 Stock issuable on exercise of each New Accel Warrant shall be decreased in proportion to such decrease in issued and outstanding Class A-1 Stock.

4.3    Adjustments in Exercise Price. Whenever the number of Class A-1 Stock purchasable upon the exercise of the New Accel Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the New Accel Warrant Price shall be adjusted (to the nearest cent) by multiplying such New Accel Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A-1 Stock purchasable upon the exercise of the New Accel Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A-1 Stock so purchasable immediately thereafter.

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4.4    Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Class A-1 Stock (other than a change under Section 4.1. or Section 4.2 hereof or that solely affects the par value of such Class A-1 Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Class A-1 Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the New Accel Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the New Accel Warrants and in lieu of the Class A-1 Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the New Accel Warrants would have received if such holder had exercised his, her or its New Accel Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that (i) if the holders of the Class A-1 Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each New Accel Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Class A-1 Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Class A-1 Stock under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Class A-1 Stock, the holder of a New Accel Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such New Accel Warrant holder had exercised the New Accel Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A-1 Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of the Class A-1 Stock in the applicable event is payable in the form of capital stock or shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the New Accel Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the New Accel Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the New Accel Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a New Accel Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume weighted average price of the Class A-1 Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the New Accel Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Class A-1 Stock consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Class A-1 Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Class A-1 Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the New Accel Warrant Price be reduced to less than the par value per share issuable upon exercise of such New Accel Warrant.

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4.5    Notices of Changes in New Accel Warrant. Upon every adjustment of the New Accel Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the New Accel Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Class A-1 Stock purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

4.6    No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional Class A-1 Stock upon the exercise of New Accel Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any New Accel Warrant would be entitled, upon the exercise of such New Accel Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Class A-1 Stock to be issued to such holder.

4.7    Form of New Accel Warrant. The form of New Accel Warrant need not be changed because of any adjustment pursuant to this Section 4, and New Accel Warrants issued after such adjustment may state the same New Accel Warrant Price and the same number of shares as is stated in the New Accel Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of New Accel Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any New Accel Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding New Accel Warrant or otherwise, may be in the form as so changed.

4.8    Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the New Accel Warrants in order to (i) avoid an adverse impact on the New Accel Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the New Accel Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the New Accel Warrants in a manner that is consistent with any adjustment recommended in such opinion.

5.    Transfer and Exchange of New Accel Warrants.

5.1    Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding New Accel Warrant upon the Warrant Register, upon surrender of such New Accel Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new New Accel Warrant representing an equal aggregate number of New Accel Warrants shall be issued and the old New Accel Warrant shall be cancelled by the Warrant Agent. The New Accel Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

5.2    Procedure for Surrender of New Accel Warrants. New Accel Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the New Accel Warrants so surrendered, representing an equal aggregate number of New Accel Warrants; provided, however, that in the event that a New Accel Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such New Accel Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

5.3    Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant.

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5.4    Service Charges. No service charge shall be made for any exchange or registration of transfer of the New Accel Warrants.

5.5    Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the New Accel Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with the New Accel Warrants duly executed on behalf of the Company for such purpose.

6.    Redemption.

6.1    Redemption of New Accel Warrants for Cash. Subject to Sections 6.5 and 6.6 hereof, not less than all of the outstanding New Accel Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the New Accel Warrants, as described in Section 6.3 below, at the price of $0.01 per New Accel Warrant (the “Redemption Price”), provided that the last sales price of the Class A-1 Stock reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third Business Day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the Class A-1 Stock issuable upon exercise of the New Accel Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has elected to require the exercise of the New Accel Warrants on a “cashless basis” pursuant to subsection 3.3.1.

6.2    Redemption of New Accel Warrants for Class A-1 Stock. Subject to Sections 6.5 and 6.6 hereof, not less than all of the outstanding New Accel Warrants may be redeemed, at the option of the Company, ninety (90) days after they are first exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the New Accel Warrants, as described in Section 6.3 below, at a price equal to a number of Class A-1 Stock determined by reference to the table below, based on the redemption date (calculated for purposes of the table as the period to expiration of the New Accel Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (the “Alternative Redemption Price”), provided that the last sales price of the Class A-1 Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the Class A-1 Stock issuable upon exercise of the New Accel Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has elected to require the exercise of the New Accel Warrants on a “cashless basis” pursuant to subsection 3.3.1.

	Fair Market Value of Class A-1 Stock ($)
Redemption Date (period to expiration of the New Accel Warrants)	10		11		12		13		14		15		16		17		18
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.365
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.365
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.365
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.365
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.365
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.364
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.364
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.364
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.364
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.364
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.364
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.364
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.364
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.363
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.363
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.363
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.362
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.362
3 months		0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326		0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.361

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The exact Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Class A-1 Stock to be issued for each New Accel Warrant redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365-day year.

6.3    Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the New Accel Warrants pursuant to Section 6.1, the Company shall fix a date for the redemption (the “Redemption Date”). In the event that the Company elects to redeem all of the New Accel Warrants pursuant to Section 6.2, the Company shall fix a date for redemption (the “Alternative Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (such 30-day period, the “Redemption Period”) to the Registered Holders of the New Accel Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.

6.4    Exercise After Notice of Redemption. The New Accel Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(b) of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain the information necessary to calculate the number of Class A-1 Stock to be received upon exercise of the New Accel Warrants, including the “Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the New Accel Warrants shall have no further rights except to receive, upon surrender of the New Accel Warrants, the Redemption Price or the Alternative Redemption Price, as applicable.

6.5    Redemption Exclusions. The Company agrees that the redemption rights provided in this Section 6.1 and 6.2 shall not apply to the New Accel Warrants if at the time of the redemption such New Accel Warrants continue to be held by the Accel Holder or its Permitted Transferees. However, once such New Accel Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the New Accel Warrants pursuant to Section 6.1 or 6.2, provided that the criteria for redemption are met, including the opportunity of the holder of such New Accel Warrants to exercise the New Accel Warrants prior to redemption pursuant to Section 6.4.

7.    Other Provisions Relating to Rights of Holders of New Accel Warrants.

7.1    No Rights as Shareholder. A New Accel Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

7.2    Lost, Stolen, Mutilated, or Destroyed New Accel Warrants. If any New Accel Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated New Accel Warrant, include the surrender thereof), issue a new New Accel Warrant of like denomination, tenor, and date as the New Accel Warrant so lost, stolen, mutilated, or destroyed. Any such new New Accel Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed New Accel Warrant shall be at any time enforceable by anyone.

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7.3    Reservation of Class A-1 Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued Class A-1 Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

7.4    Registration of Class A-1 Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the date of this Agreement, it shall use its best efforts to file with the Commission a registration statement for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Class A-1 Stock issuable upon exercise of the New Accel Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the New Accel Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the date of this Agreement, holders of the New Accel Warrants shall have the right, during the period beginning on the 61st Business Day after the date of this Agreement and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the Class A-1 Stock issuable upon exercise of the New Accel Warrants, to exercise such New Accel Warrants on a “cashless basis,” by exchanging the New Accel Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Class A-1 Stock equal to the quotient obtained by dividing (x) the product of the number of Class A-1 Stock underlying the New Accel Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the exercise price of the New Accel Warrants by (y) the Fair Market Value. Solely for purposes of this Section 7.4, “Fair Market Value” shall mean the volume weighted average price of the Class A-1 Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such New Accel Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. For the avoidance of any doubt, unless and until all of the New Accel Warrants have been exercised, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4.

8.    Concerning the Warrant Agent and Other Matters.

8.1    Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Class A-1 Stock upon the exercise of the New Accel Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the New Accel Warrants or such shares.

8.2    Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1    Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a New Accel Warrant (who shall, with such notice, submit his, her or its New Accel Warrant for inspection by the Company), then the holder of the New Accel Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

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8.2.2    Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Class A-1 Stock not later than the effective date of any such appointment.

8.2.3    Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

8.3    Fees and Expenses of Warrant Agent.

8.3.1    Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

8.3.2    Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

8.4    Liability of Warrant Agent.

8.4.1    Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, the Chief Financial Officer or the Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

8.4.2    Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

8.4.3    Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of the New Accel Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or the New Accel Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A-1 Stock to be issued pursuant to this Agreement or the New Accel Warrant or as to whether any Class A-1 Stock shall, when issued, be valid and fully paid and nonassessable.

8.5    Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to the New Accel Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Class A-1 Stock through the exercise of the New Accel Warrants.

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8.6    Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

9.    Miscellaneous Provisions.

9.1    Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

9.2    Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of the New Accel Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

TPG Pace Holdings Corp.

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Attention: Office of the General Counsel

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of the New Accel Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

9.3    Applicable Law. The validity, interpretation, and performance of this Agreement and of the New Accel Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

9.4    Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the New Accel Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the New Accel Warrants.

9.5    Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of the New Accel Warrant. The Warrant Agent may require any such holder to submit such holder’s New Accel Warrant for inspection by the Warrant Agent.

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9.6    Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

9.7    Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

9.8    Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment to increase the New Accel Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of 50% of the then outstanding holder of public warrants of the Company. Notwithstanding the foregoing, the Company may lower the New Accel Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.

9.9    Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

Exhibit A Form of Warrant Certificate

Exhibit B Legend — New Accel Warrants

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

TPG PACE HOLDINGS CORP.
By:	/s/ Karl Peterson
Name:	Karl Peterson
Title:	Chief Executive Officer and President

[Signature Page to Warrant Agreement]

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By:	/s/ Erika Young
Name:	Erika Young
Title:	Vice President

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EXHIBIT A

Form of Warrant Certificate

[FACE]

Number

Warrants

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

TPG PACE HOLDINGS CORP.

A Delaware Corporation

CUSIP G89827 110

Warrant Certificate

This Warrant Certificate certifies that            , or registered assigns, is the registered holder of                warrant(s) evidenced hereby (the “New Accel Warrants” and each, a “New Accel Warrant”) to purchase Class A-1 common stock, $0.0001 par value (“Class A-1 Stock”), of TPG Pace Holdings Corp., a Delaware corporation (the “Company”). Each New Accel Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable Class A-1 Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each New Accel Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. The number of Class A-1 Stock issuable upon exercise of the New Accel Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Exercise Price per Ordinary Share for any New Accel Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

Subject to the conditions set forth in the Warrant Agreement, the New Accel Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such New Accel Warrants shall become void.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

TPG PACE HOLDINGS CORP.
By:
Name:	Karl Peterson
Title:	Chief Executive Officer and President

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By:
Name:	Erika Young
Title:	Vice President

[Form of Warrant Certificate]

[Reverse]

The New Accel Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of New Accel Warrants entitling the holder on exercise to receive                     Class A-1 Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2019 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the New Accel Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

New Accel Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of New Accel Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of New Accel Warrants evidenced hereby the number of New Accel Warrants exercised shall be less than the total number of New Accel Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of New Accel Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no New Accel Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Class A-1 Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Class A-1 Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence of certain events the number of Class A-1 Stock issuable upon exercise of the New Accel Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a New Accel Warrant, the holder thereof would be entitled to receive a fractional interest in a Class A-1 Stock, the Company shall, upon exercise, round down to the nearest whole number of Class A-1 Stock to be issued to the holder of the New Accel Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of New Accel Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of New Accel Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the New Accel Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive              Class A-1 Stock and herewith tenders payment for such shares to the order of TPG Pace Holdings Corp. (the “Company”) in the amount of $             in accordance with the terms hereof. The undersigned requests that a certificate for such Class A-1 Stock be registered in the name of             , whose address is              and that such Class A-1 Stock be delivered to              whose address is             . If said number of Class A-1 Stock is less than all of the Class A-1 Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class A-1 Stock be registered in the name of             , whose address is                     , and that such Warrant Certificate be delivered to                     , whose address is                     .

In the event that the New Accel Warrant has been called for redemption by the Company pursuant to Section 6.1 or Section 6.2 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the number of Class A-1 Stock that this New Accel Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.4 of the Warrant Agreement.

In the event that the New Accel Warrant is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Class A-1 Stock that this New Accel Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.

In the event that the New Accel Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Class A-1 Stock that this New Accel Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the New Accel Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Class A-1 Stock that this New Accel Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Class A-1 Stock. If said number of Class A-1 Stock is less than all of the Class A-1 Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class A-1 Stock be registered in the name of              , whose address is             , and that such Warrant Certificate be delivered to             , whose address is.

Date:             , 20	(Signature)
	(Address)
	(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

EXHIBIT B

LEGEND

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG TPG PACE HOLDINGS CORP. (THE “COMPANY”), TPG PACE II SPONSOR, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A-1 STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

B-1

EX-10.4

Exhibit 10.4

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of November 20, 2019 (the “Effective Date”), by and among TPG Pace Holdings Corp., a Delaware Corporation (the “Company”), TPG Pace II Sponsor Successor, LLC (“Pace Sponsor”), a Delaware limited liability company and a continuation of the Initial Sponsor (as defined below), TPG Pace Governance, LLC, a Cayman Islands limited liability company (“Pace Governance”), Peterson Capital Partners, L.P. (“Peterson Capital”), the parties set forth on Schedule A (collectively, the “Accel Founders”), the parties set forth on Schedule B (collectively, the “Accel Management”), the parties set forth on Schedule C (collectively, the “Significant Accel Stockholders”) and the parties set forth on Schedule D (collectively, the “Restricted Accel Stockholders” and, collectively with the Accel Founders, the Accel Management and the Significant Accel Stockholders, the “Major Accel Stockholders”), the Initial Holders (as defined herein) and each other person who has executed and delivered a joinder hereto (collectively with Pace Sponsor, Pace Governance, Peterson Capital Partners, L.P., the Major Accel Stockholders and the Initial Holders, the “Holders,” and each individually, a “Holder”).

RECITALS

WHEREAS, the Company, each of David W. Ruttenberg and Gordon Rubenstein (in their capacity as representatives of the shareholders of Accel Entertainment, Inc., an Illinois corporation (“Accel”)) and the sellers named therein entered into that certain Transaction Agreement, dated as of June 13, 2019 (as it may be amended, restated or otherwise modified from time to time, the “Transaction Agreement”);

WHEREAS, immediately prior to Closing (as defined below), the Company domesticated (or transferred by way of continuation as a matter of Cayman Islands law) as a Delaware corporation in accordance with Section 388 of the DGCL and the Cayman Islands Companies Law (2018 Revision) (the “Domestication”);

WHEREAS, following the Domestication but immediately prior to Closing, TPG Pace II Sponsor, LLC, a Cayman Islands limited liability company (the “Initial Sponsor”) exchanged (i) 7,800,000 shares of Class F common stock, par value $0.0001 per share, of the Company (“Class F Common Stock”) for an equal number of shares of Class A-1 common stock, par value $0.0001 per share, of the Company (“Shares”) and (ii) 2,000,000 shares of Class F Common Stock for an equal number of shares of Class A-2 common stock, par value $0.0001 per share, of the Company (“Class A-2 Common Stock”), as set forth in the Transaction Agreement (the “TPG Exchange”);

WHEREAS, following the Domestication but immediately prior to Closing, the Initial Holders exchanged 200,000 shares of Class F Common Stock for an equal number of Shares, as set forth in the Transaction Agreement (the “Initial Holders Exchange” and, together with the TPG Exchange, the “Exchange”);

WHEREAS, following the Exchange but immediately prior to Closing, the Initial Sponsor distributed all of its Shares and shares of Class A-2 Common Stock to Pace Sponsor, Pace Governance and Peterson Capital, as set forth in the Transaction Agreement;

WHEREAS, following the Closing, Accel merged with and into New Pace LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“NewCo”), and the separate corporate existence of Accel ceased with NewCo surviving as a direct wholly owned subsidiary of the Company;

WHEREAS, the Company’s Shares are listed on the NYSE;

WHEREAS, the Company, the Initial Sponsor and the Initial Holders previously entered into that certain Registration Rights Agreement dated as of June 27, 2017 (the “Initial Agreement”), pursuant to which the Company granted to the Initial Sponsor and the Initial Holders registration rights with respect to the shares of the Company held by such parties;

WHEREAS, in connection with the Closing and upon entry into this Agreement, the Initial Agreement and all rights and obligations created pursuant thereto will be terminated;

WHEREAS, in connection with the foregoing, the parties hereto now desire to execute this Agreement to replace the Initial Agreement and to set forth the further rights and obligations created hereby; and

WHEREAS, the Company wishes to grant registration rights to certain Holders, including the Restricted Accel Stockholders, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“Accel” has the meaning set forth in the Recitals.

“Accel Founders” has the meaning set forth in the Preamble.

“Accel Management” has the meaning set forth in the Preamble.

“Affiliate” means, with respect to any person, any other person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, another person. The term “control” and its derivatives with respect to any person

2

mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise; provided, that no Holder shall be deemed an Affiliate of the Company or any of its Subsidiaries for the purposes of this Agreement.

“Agreement” has the meaning set forth in the Preamble.

“Block Trade” has the meaning set forth in Section 2.5.

“Block Trade Notice” has the meaning set forth in Section 2.5.

“Block Trade Offer Notice” has the meaning set forth in Section 2.5.

“Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York.

“Class A-2 Common Stock” has the meaning set forth in the Recitals.

“Class F Common Stock” has the meaning set forth in the Recitals.

“Closing” means the closing of the transactions contemplated by the Transaction Agreement.

“Company” has the meaning set forth in the Preamble.

“Demand Registration” has the meaning set forth in Section 2.1.

“Demand Registration Notice” has the meaning set forth in Section 2.1.

“Demand Registration Statement” has the meaning set forth in Section 2.1.

“Demanding Holder” has the meaning set forth in Section 2.1(i).

“Demanding Takedown Holder” has the meaning set forth in Section 2.3(iii).

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“Domestication” has the meaning set forth in the Recitals.

“$” means United States dollars.

“Effective Date” has the meaning set forth in the Preamble.

“Exchange” has the meaning set forth in the Recitals.

“FINRA” means the Financial Industry Regulatory Authority.

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“Founder Shares Lock-up Period” means the period ending on the earlier of (i) one year following the Effective Date, (ii) subsequent to the Effective Date, if the last sale price of the Shares equals or exceeds $15.00 per Share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one hundred fifty (150) days after the Effective Date and (iii) the date following the Effective Date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Shares for cash, securities or other property.

“General Disclosure Package” has the meaning set forth in Section 7.1(i).

“Holder” or “Holders” has the meaning set forth in the Preamble.

“Indemnified Party” has the meaning set forth in Section 7.3.

“Indemnifying Party” has the meaning set forth in Section 7.3.

“Initial Agreement” has the meaning set forth in the Recitals.

“Initial Holders” means Chad Leat, Kathleen Philips, Robert Suss, Paul Walsh and Kneeland Youngblood.

“Initial Holders Exchange” has the meaning set forth in the Recitals.

“Initial Sponsor” has the meaning set forth in the Recitals.

“Peterson Capital” has the meaning set forth in the Preamble.

“Law” means, in any applicable jurisdiction, any applicable statute or law (including common law), ordinance, rule, treaty, code or regulation and any decree, injunction, judgment, order, ruling, assessment, writ or other legal requirement, in any such case, of any applicable governmental entity.

“Lock-Up Agreement” has the meaning set forth in Section 6.5.

“Major Accel Stockholders” has the meaning set forth in the Preamble.

“NewCo” has the meaning set forth in the Recitals.

“NYSE” means the New York Stock Exchange.

“Offer Notice” has the meaning set forth in Section 2.1.

“Opt-Out Notice” has the meaning set forth in Section 4.2.

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“Pace Governance” has the meaning set forth in the Preamble.

“Pace Sponsor” has the meaning set forth in the Preamble.

“Permitted Transferee” of a Holder means any person in which the Holder owns a majority of the equity interests or any other investment entity that is controlled, advised or managed by the same person or persons that control the Holder or is an Affiliate of such person.

“Piggyback Holder” has the meaning set forth in Section 3.2.

“Piggyback Registration Statement” has the meaning set forth in Section 3.1.

“Pro Rata Percentage” means, with respect to a Major Accel Stockholder, the percentage obtained by dividing the number of Shares held by such Major Accel Stockholder, as applicable, by the total aggregate number of Shares held by Pace Sponsor, Pace Governance, Peterson Capital and all of the Major Accel Stockholders.

“Registrable Shares” means, with respect to any Holder, the Shares held by such Holder in the Company or any successor to the Company (including Shares acquired on or after the Effective Date or issuable upon the exercise of Warrants or conversion, exchange or redemption of any other security therefor), excluding any such Shares that (i) have been disposed of pursuant to any offering or sale in accordance with a Registration Statement, or have been sold pursuant to Rule 144 or Rule 145 (or any successor provisions) under the Securities Act or in any other transaction in which the purchaser does not receive “restricted securities” (as that term is defined for purposes of Rule 144), (ii) have been transferred to a transferee that has not agreed in writing and for the benefit of the Company to be bound by the terms and conditions of this Agreement, or (iii) have ceased to be of a class of securities of the Company that is listed and traded on a recognized national securities exchange or automated quotation system. Notwithstanding the foregoing, with respect to any Holder, such Holder’s Shares shall not constitute Registrable Shares if all of such Holder’s Shares (together with any Shares held by Affiliates of such Holder) are eligible for immediate sale in a single transaction pursuant to Rule 144 with no volume or other restrictions or limitations under Rule 144.

“Registration Expenses” means all expenses incurred in connection with the preparation, printing and distribution of any Registration Statement and Prospectus and all amendments and supplements thereto, and any and all expenses incident to the performance by the Company of its registration obligations pursuant to this Agreement, including: (i) all registration, qualification and filing fees; (ii) all fees and expenses associated with a required listing of the Registrable Shares on any securities exchange or market; (iii) fees and expenses with respect to filings required to be made with NYSE (or such other securities exchange or market on which the Shares are then listed or quoted) or FINRA; (iv) fees and expenses of compliance with securities or “blue sky” laws; (v) fees and expenses related to registration in any non-U.S. jurisdictions, as applicable; (vi) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters, costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters, and expenses of any special audits incident to or required by any

5

such registration); (vii) all internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties); (viii) the fees and expenses of any person, including special experts, retained by the Company in connection with the preparation of any Registration Statement; (ix) printer, messenger, telephone and delivery expenses; and (x) the reasonable fees and disbursements of one special legal counsel to represent all of the Holders participating in any such registration.

“Registration Statement” and “Prospectus” refer, as applicable, to the Demand Registration Statement and related prospectus (including any preliminary prospectus) or the Piggyback Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holders’ registration rights pursuant to this Agreement, including, in each case, any documents incorporated therein by reference.

“Restricted Accel Stockholders” has the meaning set forth in the Preamble.

“Rule 144” has the meaning set forth in Section 2.1.

“S-3 Registration” has the meaning set forth in Section 2.3(ii).

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Shares” has the meaning set forth in the Recitals.

“Shelf Registration” has the meaning set forth in Section 2.3(i).

“Significant Accel Stockholders” has the meaning set forth in the Preamble.

“Subsidiary” means, with respect to a specified person, any corporation, partnership, limited liability company, limited liability partnership, joint venture, or other legal entity of which the specified person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the voting stock or other equity or partnership interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such legal entity, or of which the specified person controls the management.

“Suspension Event” has the meaning set forth in Section 5.1.

“Takedown Offer Notice” has the meaning set forth in Section 2.3(iv).

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“Takedown Request Notice” has the meaning set forth in Section 2.3(iv).

“TPG Exchange” has the meaning set forth in the Recitals.

“Transaction Agreement” has the meaning set forth in the recitals to this Agreement.

“Transfer” means, with respect to any Shares, every absolute or conditional method of transferring a legal or equitable, record or beneficial, direct or indirect ownership (including through the transfer of capital stock of any person that holds, or controls any person that holds, such interest) of such Shares, or a part thereof, whether voluntarily, involuntarily, or by operation of Law (including a change in beneficiaries or trustees of a trust) and including directly or indirectly selling, assigning, transferring, conveying, giving away, pledging, mortgaging, or otherwise creating, incurring or assuming any encumbrance with respect to, such interest. “Underwritten Shelf Takedown” has the meaning set forth in Section 2.3(iii).

“Warrants” means the Company’s warrants exercisable for Shares.

SECTION 2. DEMAND REGISTRATION RIGHTS

2.1 Demand Rights.

(i) Subject to Sections 4.1 and 11.16 below, at any time, and from time to time after the Effective Date, if any of Pace Sponsor, Pace Governance, the Accel Founders or the Restricted Accel Stockholders (A) (together with each of their respective Affiliates) then holds not less than $10 million of Registrable Shares (as determined by reference to the volume weighted average price for such Registrable Shares on the NYSE (or such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date) or (B) is subject to Section b(2) of Rule 144 of the Securities Act with respect to such Holder’s Registrable Shares, then such Holder (the “Demanding Holder”) may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of its request to have some or all of its Registrable Shares registered for sale (such request, a “Demand Registration”). Upon receipt of the Demand Registration Notice, if the Company has not already caused the Registrable Shares to be registered on a Shelf Registration that the Company then has on file with, and has been declared effective by, the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its commercially reasonable efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or thirty (30) calendar days in the case of an S-3 Registration pursuant to Section 2.3(ii)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder, and any other Holders that elect to register their Registrable Shares as provided below, of all of the Registrable Shares requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable

7

efforts to cause the Demand Registration Statement to be declared effective by the SEC (i) with respect to the first such Demand Registration Statement, within six (6) months after the Effective Date, and (ii) with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Shares as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Shares as each such Holder may request. Holders who wish to include their Registrable Shares in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which all of the Registrable Shares held by the Holders that are registered for resale under the Demand Registration Statement are eligible for immediate sale in a single transaction pursuant to Rule 144 (or any successor provision) under the Securities Act (“Rule 144”) without volume or other restrictions or limitations under Rule 144 and (ii) the date on which the Holders consummate the sale of all of the Registrable Shares registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, for a period of 24 months from the date hereof, no Demand Registration may be made pursuant to this Section 2.1(i) unless such Holder intends to distribute the Registrable Shares covered by the Demand Registration Notice by means of an underwritten offering pursuant to Section 2.1(ii); provided, further, that the Company is not obligated to take any action upon receipt of a Demand Registration Notice delivered within ninety (90) days of a prior Demand Registration Notice.

(ii) If a Demanding Holder intends to distribute the Registrable Shares covered by the Demand Registration Notice by means of an underwritten offering, it shall so advise the Company as a part of the Demand Registration Notice. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company that in the opinion of such underwriter, the distribution of all of the Registrable Shares requested to be registered would materially and adversely affect the distribution of all of the securities to be underwritten, then (i) the Company shall deliver to the registering Holders a copy of such underwriter’s opinion, which opinion shall be in writing and shall state the reasons for such opinion, and (ii) the number of Registrable Shares that may be included in such registration shall be allocated (A) first, to the Holders electing to register their Registrable Shares on a pro rata basis based on the relative number of Registrable Shares requested by each such Holder to be included in such Demand Registration; and (B) second, to the other persons proposing to register securities in such registration, if any; provided, however, that the number of Registrable Shares to be included in such underwritten offering shall not be reduced unless all other securities are entirely excluded from such underwriting. Any Registrable Shares excluded or withdrawn from such underwritten offering shall be withdrawn from the registration.

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2.2 Withdrawal of Exercise of Demand Rights. If, at any time after delivering a Demand Registration Notice and prior to the effective date of the Demand Registration Statement filed in connection with such Demand Registration, the Demanding Holder shall determine for any reason not to proceed with the proposed Demand Registration, such Demanding Holder may at its election give written notice of such determination to the Company and the Holders and thereupon the Company shall be relieved of its obligation to register any Registrable Shares in connection with such Demand Registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith).

2.3 Shelf Registration.

(i) A Demanding Holder shall be permitted to request that any registration under this Section 2 be made on a form of registration permitting the offer and sale of Registrable Shares under Rule 415 under the Securities Act (such registration, a “Shelf Registration”). The Company shall use its commercially reasonable efforts to effect such Shelf Registration and to keep it continuously effective until such date on which the Shares covered by such Shelf Registration are no longer Registrable Shares. During the period that the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by a Demanding Holder or an underwriter of Registrable Shares to be sold pursuant thereto, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing. Notwithstanding the foregoing, for a period of 24 months from the date hereof, a Demanding Holder may only use a Shelf Registration in connection with an Underwritten Shelf Takedown pursuant to Section 2.3(iii) or a Block Trade pursuant to Section 2.5.

(ii) With respect to a Demand Registration Notice to be delivered at any time after the first date on which the Company is eligible to file a registration statement filed under the Securities Act on Form S-3 or such similar or successor form as may be appropriate (an “S-3 Registration”), a Demanding Holder may include in the Demand Registration Notice a request that the Company effect an S-3 Registration. In such event, the Company shall be required to effect an S-3 Registration in accordance with the terms hereof, unless at the time of the request Form S- 3 or such similar or successor form is not available to the Company for such offering.

(iii) At any time and from time to time after the effectiveness of a Shelf Registration or S-3 Registration, any Holder (other than the Initial Holders and each of their Permitted Transferees) with Registrable Shares included on such Shelf Registration or S-3 Registration (a “Demanding Takedown Holder”) may request to sell all or any portion of its Registrable Shares included thereon in an underwritten offering that is registered pursuant to such Shelf Registration or S-3 Registration (an “Underwritten Shelf Takedown”); provided that in the case of an Underwritten Shelf Takedown such Demanding Takedown Holder(s) will be entitled to make such request only if the total offering price of the Shares to be sold in such offering (before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $10 million. Notwithstanding the foregoing, the Company is not obligated to effect an Underwritten Shelf Takedown within ninety (90) days after the closing of a prior Underwritten Shelf Takedown.

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(iv) Any requests for an Underwritten Shelf Takedown shall be made by giving written notice to the Company (a “Takedown Request Notice”). The Takedown Request Notice shall specify the approximate number of Registrable Shares to be sold in the Underwritten Shelf Takedown. Within five (5) days after receipt of any Takedown Request Notice, the Company shall give written notice of the requested Underwritten Shelf Takedown (the “Takedown Offer Notice”) to all other Holders (other than the Initial Holders and each of their Permitted Transferees) and, subject to the provisions of Section 2.3(v) hereof, shall include in the Underwritten Shelf Takedown all Registrable Shares with respect to which the Company has received written requests for inclusion therein within three (3) days after sending the Takedown Offer Notice.

(v) Notwithstanding any other provision of this Section 2.3, if the underwriter advises the Company that in the opinion of such underwriter, the distribution of all of the Registrable Shares requested to be sold in an Underwritten Shelf Takedown would materially and adversely affect the distribution of all of the securities to be underwritten, then (i) the Company shall deliver to the participating Holders a copy of such underwriter’s opinion, which opinion shall be in writing and shall state the reasons for such opinion, and (ii) the number of Registrable Shares that may be included in such Underwritten Shelf Takedown shall be allocated (A) first, to the Holders electing to sell their Registrable Shares on a pro rata basis based on the relative number of Registrable Shares requested by each such Holder to be included in such Underwritten Shelf Takedown; and (B) second, to the other persons proposing to sell securities in such Underwritten Shelf Takedown, if any; provided, however, that the number of Registrable Shares to be included in such Underwritten Shelf Takedown shall not be reduced unless all other securities are entirely excluded from such Underwritten Shelf Takedown.

2.4 Selection of Underwriter. The Company shall have the right to select the underwriter or underwriters to administer any underwritten Demand Registration offering or Underwritten Shelf Takedown under a Demand Registration Statement, including any Shelf Registration or S-3 Registration.

2.5 Block Trades. Notwithstanding anything contained in this Section 2, in the event of a sale of Registrable Shares in an underwritten transaction requiring the involvement of the Company but not involving (i) any “road show” or (ii) a lock-up agreement of more than sixty (60) days to which the Company is a party, and which is commonly known as a “block trade” (a “Block Trade”), (1) the Demanding Holder or Demanding Takedown Holder, as applicable, shall (i) give at least five (5) Business Days prior notice in writing (the “Block Trade Notice”) of such transaction to the Company and (ii) identify the potential underwriter(s) in such notice with contact information for such underwriter(s) from the Approved Underwriter List (as defined below); and (2) the Company shall cooperate with such requesting Holder or Holders, to the extent it is reasonably able to, to effect such Block Trade. The Company shall give written notice (the “Block Trade Offer Notice”) of the proposed Block Trade to all Holders holding Registrable Shares as soon as practicable (but in no event more than two (2) Business Days following the Company’s receipt of the Block Trade Notice), and such notice shall offer such Holders the opportunity to participate in such Block Trade on a pro rata basis by providing written notice of intent to so participate within two (2) Business Days following receipt of the Block Trade Offer Notice. Any Block Trade shall be for at least $10 million in expected gross proceeds. The Company shall not

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be required to effectuate more than two (2) Block Trades in any 90-day period. For the avoidance of doubt, a Block Trade shall not constitute an Underwritten Shelf Takedown. The Holders of at least a majority of the Registrable Shares being sold in any Block Trade shall select the underwriter(s) to administer such Block Trade from the Approved Underwriter List. The “Approved Underwriter List” shall mean the list of nationally recognized investment banking firms agreed to by the Company for the purpose of Block Trades.¹

SECTION 3. INCIDENTAL OR “PIGGY-BACK” REGISTRATION.

3.1 Piggy-Back Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of its Shares, whether to be sold by the Company or by one or more selling security holders, other than (A) a Demand Registration Statement (in which case the ability of a Holder to participate in such Demand Registration Statement shall be governed by Section 2) or (B) a registration statement (i) on Form S-8 or any successor form to Form S-8 or in connection with any employee or director welfare, benefit or compensation plan, (ii) in connection with an exchange offer or an offering of securities exclusively to existing security holders of the Company or its Subsidiaries or (iii) relating to a transaction pursuant to Rule 145 of the Securities Act, the Company shall give written notice of the proposed registration to all Holders holding Registrable Shares at least five (5) calendar days prior to the filing of the Registration Statement. Subject to Section 11.16 below, each Holder holding Registrable Shares shall have the right to request that all or any part of its Registrable Shares be contained in the Registration Statement by giving written notice to the Company within three (3) calendar days after receipt of the foregoing notice by the Company. Subject to the provisions of Sections 3.2, 3.3 and 6.2 the Company will include all such Registrable Shares requested to be included by the Holders in the Piggyback Registration Statement. For purposes of this Agreement, any registration statement of the Company in which Registrable Shares are included pursuant to this Section 3 shall be referred to as a “Piggyback Registration Statement.” For the purposes of clarity, any registration effected pursuant to this Section 3.1 shall not be counted as a registration pursuant to a Demand Registration.

3.2 Withdrawal of Exercise of Piggy-Back Rights. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Piggyback Registration Statement filed in connection with such registration, the Company or any other holder of securities that initiated such registration (a “Piggyback Holder”) shall determine for any reason not to proceed with the proposed registration, the Company may at its election (or the election of such Piggyback Holder(s), as applicable) give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith).

¹  Note to Draft: Deutsche Bank Securities, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC to be included on the Approved Underwriter List.

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3.3 Underwritten Offering. If a registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities which the Company and the holders of the Registrable Shares and any other persons intend to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then the number of such securities to be included in such registration shall be reduced to such extent, and the Company will include in such registration such maximum number of securities as follows: (i) first, all of the securities the Company proposes to sell for its own account, if any, provided that the registration of such securities was initiated by the Company with respect to securities intended to be registered for sale for its own account; and (ii) second, such number of Registrable Shares requested to be included in such registration by the Holders which, in the opinion of such managing underwriter can be sold without having the adverse effect described above, which number of Registrable Shares shall be allocated on a pro rata basis based on the relative number of Registrable Shares requested by each such Holder to be included in such offering.

3.4 Selection of Underwriter. Except to the extent Section 2.4 applies, Registrable Shares proposed to be registered and sold under this Section 3 pursuant to an underwritten offering for the account of the Holders holding Registrable Shares shall be sold to prospective underwriters selected by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company, the Holders participating in such offering and any other Holders demanding registration and the prospective underwriters.

SECTION 4. LIMITATIONS ON REGISTRATION RIGHTS

4.1 Limitations on Registration Rights. Each Holder, together with all Permitted Transferees of such Holder, shall be entitled, collectively, to continue to exercise the registration rights under Section 2 of this Agreement until such Holder (and its Permitted Transferees) no longer holds Registrable Shares representing at least $5 million (as determined with reference to the volume weighted average price for such Registrable Shares on the NYSE (or such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date), and each such exercise of a registration right under this Agreement shall be with respect to a minimum of $5 million (based on the anticipated aggregate gross proceeds) of the outstanding Registrable Shares of the Company (or all of the Registrable Shares of such Holder or Holders, if less than $5 million of the outstanding Registrable Shares of the Company are held by such Holder or Holders), as determined by reference to the volume weighted average price for such Registrable Shares on the NYSE (or such other securities exchange or market on which the Shares are then listed or quoted) for the five (5) trading days immediately preceding the applicable determination date.

4.2 Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Demand Registration Statement pursuant to Section 2.1, the withdrawal of any Demand Registration Statement pursuant to Section 2.2, the proposed filing of any Piggyback Registration Statement pursuant to Section 3.1, the withdrawal of any Piggyback Registration Statement pursuant to Section 3.2, any Suspension Event pursuant to Section 5.1, or any communications between the Holders pursuant to Section 11.17; provided, however, that such

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Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), (i) the Company shall not deliver any such notice to such Holder pursuant to Sections 2.1, 2.2, 3.1, 3.2, 5.1 or 11.17, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 4.2 and the related suspension period remains in effect, the Company will so notify such Holder, within one (1) Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of Suspension Event, and thereafter will provide such Holder with the related notice of the conclusion of such Suspension Event immediately upon its availability.

SECTION 5. SUSPENSION OF OFFERING

5.1 Suspension of Offering. Notwithstanding the provisions of Section 2 or Section 3, the Company shall be entitled to postpone the effectiveness of the Registration Statement, and from time to time to require Holders not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its Subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors (“Board”) reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not misleading, each Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Shares under the Registration Statement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any posteffective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company in accordance with Section 10.1 unless otherwise required by Law or subpoena. If so directed by the Company, each Holder will deliver to the Company or, in each such Holder’s sole discretion destroy, all copies of the Prospectus covering the Registrable Shares in such Holder’s possession. In the event the Company provides written notice of a Suspension Event to the Holders, the Company agrees to concurrently provide a copy of such written notice to ControlRoom@tpg.com.

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SECTION 6. REGISTRATION PROCEDURES

6.1 Obligations of the Company. When the Company is required to effect the registration of Registrable Shares under the Securities Act pursuant to this Agreement, the Company shall:

(i) use commercially reasonable efforts to register or qualify the Registrable Shares by the time the applicable Registration Statement is declared effective by the SEC under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder may reasonably request in writing, to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement, and to do any and all other similar acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition of the Registrable Shares owned by the Holders in each such jurisdiction; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Agreement, (B) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation or (C) take any action that would subject it to the general service of process in any jurisdiction where it is not then so subject;

(ii) prepare and file with the SEC such amendments and supplements as to the Registration Statement and the Prospectus used in connection therewith as may be necessary (A) to keep such Registration Statement effective and (B) to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Shares covered by such Registration Statement, in each case for such time as is contemplated in the applicable provisions above;

(iii) promptly furnish, without charge, to the Holders such number of copies of the Registration Statement, each amendment and supplement thereto (in each case including all exhibits), and the Prospectus included in such Registration Statement (including each preliminary Prospectus) in conformity with the requirements of the Securities Act, the documents incorporated by reference in such Registration Statement or Prospectus, and such other documents as the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares owned by the Holders;

(iv) promptly notify the Holders: (A) when the Registration Statement, any pre- effective amendment, the Prospectus or any prospectus supplement related thereto or post- effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (B) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose, (C) of any delisting or pending delisting of the Shares by any national securities exchange or market on which the Shares are then listed or quoted, and (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose;

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(v) use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement, and, if any such order suspending the effectiveness of a Registration Statement is issued, shall promptly use commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible moment;

(vi) until the expiration of the period during which the Company is required to maintain the effectiveness of the applicable Registration Statement as set forth in the applicable sections hereof, promptly notify the Holders: (A) of the existence of any fact of which the Company is aware or the happening of any event that has resulted, or could reasonably be expected to result, in (x) the Registration Statement, as is then in effect, containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading or (y) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading, and (B) of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure and post-effective amendment;

(vii) if any event or occurrence giving rise to an obligation of the Company to notify the Holders pursuant to Section 6.1(vi) takes place, subject to Section 5.1, the Company shall prepare and, to the extent the exemption from prospectus delivery requirements in Rule 172 under the Securities Act is not available, furnish to the Holders a reasonable number of copies of a supplement or post-effective amendment to such Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document, and shall use commercially reasonable efforts to have such supplement or amendment declared effective, if required, as soon as practicable following the filing thereof, so that (A) such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (B) as thereafter delivered to the purchasers of the Registrable Shares being sold thereunder, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(viii) use commercially reasonable efforts to cause all such Registrable Shares to be listed or quoted on the national securities exchange or market on which the Shares are then listed or quoted, if the listing or quotation of such Registrable Shares is then permitted under the rules of such national securities exchange or market;

(ix) if requested by any Holder participating in an offering of Registrable Shares, as soon as practicable after such request, but in no event later than ten (10) calendar days after such request, incorporate in a prospectus supplement or post-effective amendment such information

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concerning the Holder or the intended method of distribution as the Holder reasonably requests to be included therein and is reasonably necessary to permit the sale of the Registrable Shares pursuant to the Registration Statement, including information with respect to the number of Registrable Shares being sold, the purchase price being paid therefor and any other material terms of the offering of the Registrable Shares to be sold in such offering; provided, however, that the Company shall not be obligated to include in any such prospectus supplement or post-effective amendment any requested information that is not required by the rules of the SEC and is unreasonable in scope compared with the Company’s most recent prospectus or prospectus supplement used in connection with a primary or secondary offering of equity securities by the Company;

(x) in connection with the preparation and filing of any Registration Statement, the Company will give the Holders offering and selling thereunder and their respective counsels the opportunity to review and provide comments on such Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto (other than amendments or supplements that do not make any material change in the information related to the Company) (provided that the Company shall not file any such Registration Statement including Registrable Shares or an amendment thereto or any related prospectus or any supplement thereto to which such Holders or the managing underwriter or underwriters, if any, shall reasonably object in writing), and give each of them such access to its books and records and such opportunities to discuss the business of the Company and its Subsidiaries with its officers, its counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the Holder’s and such underwriters’ respective counsel, to conduct a reasonable due diligence investigation within the meaning of the Securities Act;

(xi) provide a transfer agent and registrar, which may be a single entity, and a CUSIP number for the Registrable Shares not later than the effective date of the first Registration Statement filed hereunder;

(xii) cooperate with the Holders who hold Registrable Shares being offered to facilitate the timely preparation and delivery of certificates for the Registrable Shares to be offered pursuant to the applicable Registration Statement and enable such certificates for the Registrable Shares to be in such denominations or amounts as the case may be, as the Holders may reasonably request, and, within two (2) Business Days after a Registration Statement which includes Registrable Shares is declared effective by the SEC, the Company shall deliver, or shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registrable Shares (with copies to the Holders whose Registrable Shares are included in such Registration Statement) an appropriate instruction and opinion of such counsel;

(xiii) enter into an underwriting agreement in customary form and substance reasonably satisfactory to the Company, the Holders and the managing underwriter or underwriters of the public offering of Registrable Shares, if the offering is to be underwritten, in whole or in part, provided that the Holders may, at their option, require that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of the Holders. The Holders shall not be required to make any representations or warranties to or agreement with the Company or the underwriters other than representations, warranties or agreements regarding the Holders and their intended method of

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distribution and any other representation or warranty required by Law. The Company shall cooperate and participate in the marketing of Registrable Shares, including participating in customary “roadshow” presentations, as the Holders and/or the managing underwriters may reasonably request, provided that the Company shall not be required to participate in any such presentation in connection with an offering of Registrable Shares for anticipated aggregate gross proceeds of less than $50 million; provided, further that the Company and members of its management team will participate in customary investor conference calls related to a contemplated public offering of Registrable Shares (including any Block Trade) reasonably requested by the Holders and/or the managing underwriter without regard to the anticipated aggregate gross proceeds of such contemplated offering;

(xiv) furnish, at the request of a Holder on the date that any Registrable Shares are to be delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such Shares are being sold through underwriters, or, if such Shares are not being sold through underwriters, on the date that the Registration Statement with respect to such Shares becomes effective, (A) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters, if any, to such Holder and (B) a letter dated such date, from the independent certified public accountants of the Company who have certified the Company’s financial statements included in such Registration Statement, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to such Holder;

(xv) make available to the Holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month of the first fiscal quarter after the effective date of the applicable Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder; provided that such requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-K, 10-Q and 8-K under the Securities Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto; and

(xvi) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Shares pursuant to the applicable Registration Statement.

6.2 Obligations of the Holders. In connection with any Registration Statement utilized by the Company to satisfy the provisions of this Agreement, each Holder agrees to reasonably cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that such cooperation shall include (i) responding within five (5) Business Days to any written request by the Company to provide or verify information regarding the Holder or the Holder’s Registrable Shares (including the proposed manner of sale) that may be required to be included in any such Registration Statement pursuant to the rules and regulations of the SEC, and (ii) providing in a timely manner information regarding the proposed distribution by the Holder of the Registrable Shares and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in any Registration Statement and related Prospectus.

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6.3 Participation in Underwritten Registrations. No Holder may participate in any underwritten registration, Underwritten Shelf Takedown or Block Trade hereunder unless such Holder (i) agrees to sell his, her or its Registrable Shares on the basis provided in the applicable underwriting arrangements (which shall include a customary form of underwriting agreement, which shall provide that the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of the participating Holders) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in customary form as reasonably required under the terms of such underwriting arrangements; provided, however, that, in the case of each of (i) and (ii) above, if the provisions of such underwriting arrangements, or the terms or provisions of such questionnaires, powers of attorney, indemnities, underwriting agreements or other documents, are less favorable in any respect to such Holder than to any other person or entity that is party to such underwriting arrangements, then the Company shall use commercially reasonable best efforts to cause the parties to such underwriting arrangements to amend such arrangements so that such Holder receives the benefit of any provisions thereof that are more favorable to any other person or entity that is party thereto. If any Holder does not approve of the terms of such underwriting arrangements, such Holder may elect to withdraw from such offering by providing written notice to the Company and the underwriter.

6.4 Offers and Sales. All offers and sales by a Holder under any Registration Statement shall be completed within the period during which the Registration Statement is required to remain effective pursuant to the applicable provision above and not the subject of any stop order, injunction or other order of the SEC. Upon expiration of such period, no Holder will offer or sell the Registrable Shares under the Registration Statement. If directed in writing by the Company, each Holder will return or, in each such Holder’s sole discretion destroy (with written confirmation to the Company of such destruction), all undistributed copies of the applicable Prospectus in its possession upon the expiration of such period.

6.5 Lockup. Subject to Section 11.16, in connection with any underwritten public offering of securities of the Company, each Holder (other than the Initial Holders) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable Shares, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions

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shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 6.5 are waived with respect to any of Pace Sponsor, Pace Governance, Peterson Capital or the Accel Founders, such provisions of this Section 6.5 shall also be waived with respect to all such Holders.

SECTION 7. INDEMNIFICATION; CONTRIBUTION

7.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the extent permitted by applicable Law, each Holder and each person, if any, who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act, and any of their partners, members, managers, officers, directors, trustees, employees or representatives, as follows:

(i) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel to such Holders), arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Shares were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act, and together with any preliminary Prospectus and other information conveyed to the purchaser of Registrable Shares at the time of sale (as such terms are used in Rule 159(a) of the Securities Act), the “General Disclosure Package”), the General Disclosure Package, or any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any violation or alleged violation by the Company of the Securities Act, the Securities Exchange Act, any state securities Law or any rule or regulation promulgated under the Securities Act, the Securities Exchange Act or any state securities Law;

(iii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel to such Holders), and to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, any such alleged untrue statement or omission, or any such violation or alleged violation, if such settlement is effected with the written consent of the Company (which consent shall not be unreasonably withheld or delayed); and

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(iv) against any and all expense whatsoever reasonably incurred (including reasonable fees and disbursements of counsel to such Holders) in investigating, preparing, defending against or participating in (as a witness or otherwise) any litigation, arbitration, action, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, any such alleged untrue statement or omission or any such violation or alleged violation, to the extent that any such expense is not paid under subparagraph (i), (ii) or (iii) above; provided, however, that the indemnity provided pursuant to Sections 7.1 through 7.3 does not apply to any Holder with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information furnished to the Company by such Holder expressly for use in the Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act), the General Disclosure Package (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), or (B) such Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by the Company, if required by Law to have been delivered, if such loss, liability, claim, damage, judgment or expense would not have arisen had such delivery occurred.

7.2 Indemnification by Holder. Each Holder severally and not jointly agrees to indemnify and hold harmless the Company, and each of its directors and officers (including each director and officer of the Company who signed a Registration Statement), and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act, as follows:

(i) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Shares of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act), the General Disclosure Package, or any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), and to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of such Holder; and

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(iii) against any and all expense whatsoever reasonably incurred (including reasonable fees and disbursements of counsel) in investigating, preparing, defending or participating in (as a witness or otherwise) against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above;

provided, however, that a Holder shall only be liable under the indemnity provided pursuant to Sections 7.1 through 7.3 with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information furnished to the Company by such Holder expressly for use in the Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act), the General Disclosure Package (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) such Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by the Company, if required by Law to have been delivered, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of Sections 7.1 through 7.3, a Holder and any permitted assignee shall not be required to indemnify the Company, its officers, directors or control persons with respect to any amount in excess of the amount of the aggregate net cash proceeds received by such Holder or such permitted assignee, as the case may be, from sales of the Registrable Shares of such Holder under the Registration Statement that is the subject of the indemnification claim.

7.3 Conduct of Indemnification Proceedings. An indemnified party hereunder (the “Indemnified Party”) shall give reasonably prompt notice to the indemnifying party (the “Indemnifying Party”) of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Indemnifying Party (i) shall not relieve it from any liability which it may have under the indemnity provisions of Section 7.1 or 7.2 above, unless and only to the extent it did not otherwise learn of such action and the lack of notice by the Indemnified Party results in the forfeiture by the Indemnifying Party of substantial rights and defenses, and (ii) shall not, in any event, relieve the Indemnifying Party from any obligations to any Indemnified Party other than the indemnification obligation provided under Section 7.1 or 7.2 above. If the Indemnifying Party so elects within a reasonable time after receipt of such notice, the Indemnifying Party may assume the defense of such action or proceeding at such Indemnifying Party’s own expense with counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed; provided, however, that the Indemnifying Party will not settle, compromise or consent to the entry of any judgment with respect to any such action or proceeding without the written consent of the Indemnified Party unless such settlement, compromise or consent secures the unconditional release of the Indemnified Party; and provided, further, that, if the Indemnified Party reasonably determines that a conflict of interest exists where it is advisable for the Indemnified Party to be represented by separate counsel or that, upon advice of counsel, there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, then the Indemnifying Party shall not be entitled to assume such defense and the Indemnified Party shall be entitled to separate counsel at the Indemnifying Party’s expense. If the Indemnifying Party is not entitled to assume the defense of such action or proceeding as a result of the second proviso to the preceding sentence, the Indemnifying Party’s counsel

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shall be entitled to conduct the Indemnifying Party’s defense and counsel for the Indemnified Party shall be entitled to conduct the defense of the Indemnified Party, it being understood that both such counsel will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If the Indemnifying Party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the Indemnifying Party will pay the reasonable fees and expenses of counsel for the Indemnified Party. In such event, however, the Indemnifying Party will not be liable for any settlement effected without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If an Indemnifying Party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, the Indemnifying Party shall not be liable for any fees and expenses of counsel for the Indemnified Party incurred thereafter in connection with such action or proceeding.

7.4 Contribution.

(i) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Sections 7.1 through 7.3 is for any reason held to be unenforceable by the Indemnified Party although applicable in accordance with its terms, the Indemnified Party and the Indemnifying Party shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Indemnified Party and the Indemnifying Party, in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Indemnifying Party on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, or expenses. The relative fault of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, the Indemnifying Party or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.

(ii) The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 7.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 7.4, a Holder shall not be required to contribute any amount (together with the amount of any indemnification payments made by such Holder pursuant to Section 7.2) in excess of the amount of the aggregate net cash proceeds received by such Holder from sales of the Registrable Shares of such Holder under the Registration Statement that is the subject of the indemnification claim.

(iii) Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7.4, each person, if any, who controls a Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act, and any of their partners, members, officers, directors, trustees, employees or representatives, shall have the same rights to contribution as such Holder, and each director of the Company, each officer of the Company who signed a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act shall have the same rights to contribution as the Company.

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SECTION 8. EXPENSES

8.1 Expenses. The Company will pay all Registration Expenses in connection with each registration of Registrable Shares pursuant to Section 2 or 3. Each Holder shall be responsible for the payment of any and all brokerage and sales commissions, fees and disbursements of the Holder’s counsel that are not Registration Expenses, accountants and other advisors, and any transfer taxes relating to the sale or disposition of the Registrable Shares by such Holder pursuant to any Registration Statement or otherwise.

SECTION 9. RULE 144 REPORTING

9.1 Rule 144 Reporting. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration statement, if the Shares of the Company are registered under the Securities Exchange Act, the Company agrees to:

(i) make and keep public information available as those terms are understood and defined in Rule 144 at all times after ninety (90) calendar days after the effective date of the first registration statement filed by the Company;

(ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act (at any time after it has become subject to such reporting requirements);

(iii) furnish to any Holder, so long as the Holder owns any Registrable Shares, upon request, (A) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to a registration statement (at any time after it so qualifies) and (B) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (C) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form; and

(iv) provide notice in writing to each Holder that, at such time, has one or more designees on the Board of the beginning and ending of any “blackout period” in connection with the Company’s publicly available issuances from time to time of earnings releases for fiscal quarters or fiscal years.

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SECTION 10. CONFIDENTIALITY

10.1 Confidentiality. To the extent that the information and other material in connection with the registration rights contemplated in this Agreement (in any case, whether furnished before, on or after the Effective Date) constitutes or contains confidential business, financial or other information of the Company or the Holders or their respective Affiliates, each party hereto covenants for itself and its directors, officers, employees and shareholders that it shall use due care to prevent its officers, directors, partners, employees, counsel, accountants and other representatives from disclosing such information to persons other than to their respective authorized employees, counsel, accountants, advisers, shareholders, partners, limited partners or members (or proposed shareholders, partners, limited partners or members or advisers of such persons), and other authorized representatives, in each case, so long as such person agrees to keep such information confidential in accordance with the terms hereof; provided, however, that each Holder or the Company may disclose or deliver any information or other material disclosed to or received by it should such Holder or the Company be advised by its counsel that such disclosure or delivery is required by Law, regulation or judicial or administrative order or process and in any such instance the Holder or the Company, as the case may be, making such disclosure shall use reasonable efforts to consult with the Company prior to making any such disclosure. Notwithstanding the foregoing, a Holder will be permitted to disclose any information or other material disclosed to or received by it hereunder and not be required to provide the aforementioned notice, if such disclosure is in connection with (i) such Holder’s reporting obligations pursuant to Section 13 or Section 16 of the Securities Exchange Act or (ii) a routine audit by a regulatory or self-regulatory authority that maintains jurisdiction over the Holder; provided, however, that such Holder agrees, in the case of (ii) in the preceding clause, to undertake to file an appropriate request seeking to have any information disclosed in connection with such routine audit treated confidentially. For purposes of this Section 10.1, “due care” means at least the same level of care that such Holder would use to protect the confidentiality of its own sensitive or proprietary information. This Section 10.1 shall not apply to information that is or becomes publicly available (other than to a person who by breach of this Agreement has caused such information to become publicly available).

SECTION 11. MISCELLANEOUS

11.1 Waivers. No waiver by a party hereto shall be effective unless made in a written instrument duly executed by the party or parties against whom such waiver is sought to be enforced (provided, where such waiver is sought to be enforced against parties representing a class of interests, no such waiver shall be effective unless made in a written instrument duly executed by at least 90% of the holders of such class of interests), and only to the extent set forth in such instrument. Neither the waiver by any of the parties hereto of a breach or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

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11.2 Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, telegraphed, emailed or telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) upon receipt of an appropriate electronic answerback or confirmation when so delivered by telegraph or telecopy (to such number specified below or another number or numbers as such Person may subsequently designate by notice given hereunder), (iii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iv) five (5) Business Days after the date of mailing to the address set forth on Schedule E attached to this Agreement or to such other address or addresses as the applicable person may hereafter designate by notice given hereunder.

11.3 Public Announcements and Other Disclosure. No Holder shall make any press release, public announcement or other disclosure with respect to this Agreement without obtaining the prior written consent of the Company, except as permitted pursuant to Section 10.1 or as may be required by Law or by the regulations of any securities exchange or national market system upon which the securities of any such Holder shall be listed or quoted; provided, that in the case of any such disclosure required by Law or regulation, the Holder making such disclosure shall use all reasonable efforts to consult with the Company prior to making any such disclosure.

11.4 Headings and Interpretation. All section and subsection headings in this Agreement are for convenience of reference only and are not intended to qualify the meaning, construction or scope of any of the provisions hereof. The Holders hereby disclaim any defense or assertion in any litigation or arbitration that any ambiguity herein should be construed against the draftsman.

11.5 Entire Agreement; Initial Agreement. This Agreement (including all schedules) constitutes the entire and only agreement among the parties hereto concerning the subject matter hereof, and supersedes any prior agreements or understandings concerning the subject matter hereof. From and after the Closing, the provisions of the Initial Agreement are superseded and replaced in their entirety with this Agreement. Any oral statements or representations or prior written matter with respect thereto not contained herein shall have no force and effect. Except as otherwise expressly provided in this Agreement, no amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by the Company and the Holders that, in the aggregate, hold not less than 90% of the then remaining Registrable Shares; provided, further, that no provision of this Agreement may be amended or modified unless any and each Holder adversely affected by such amendment or modification in a manner different than the other Holders has expressly consented in writing to such amendment or modification.

11.6 Assignment; Successors and Assigns. This Agreement and the rights granted hereunder may not be assigned by any Holder without the written consent of the Company; provided, however, that the rights to cause the Company to register Registrable Shares pursuant to this Agreement may be assigned by a Holder to a Permitted Transferee of such Holder’s Registrable Shares, provided that such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, their successors, heirs, legatees, devisees, permitted assigns, legal representatives, executors and administrators, except as otherwise provided herein.

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11.7 Saving Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, is held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. If the operation of any provision of this Agreement would contravene the provisions of any applicable Law, such provision shall be void and ineffectual. In the event that applicable Law is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.

11.8 Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all the parties hereto, even though all parties are not signatory to the original or the same counterpart.

11.9 Representations. Each of the parties hereto, as to itself only, represents that this Agreement has been duly authorized and executed by it and that all necessary corporate actions have been taken by it in order for this Agreement to be enforceable against it under all applicable Laws. Each party hereto, as to itself only, further represents that all persons signing this Agreement on such party’s behalf have been duly authorized to do so.

11.10 Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York, without application of the conflict of Laws principles thereof.

11.11 Service of Process and Venue. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the United States District Court of the Southern District of New York, the Supreme Court of the State of New York and the federal courts of the United States of America located in the State of New York in the event any dispute arises out of this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement in any court other than any court of the United States located in the State of New York and (iv) consents to service being made through the notice procedures set forth in Section 11.2 hereof. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail pursuant to Section 11.2 hereof shall be effective service of process for any suit or proceeding in connection with this Agreement.

11.12 Specific Performance. The parties hereto agree that irreparable damage would occur in the event the provisions of this Agreement were not performed in accordance with the terms hereof, and that the Holders and the Company shall be entitled to specific performance of the terms hereof, in addition to any other remedy at Law or equity.

11.13 No Third Party Beneficiaries. It is the explicit intention of the parties hereto that no person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants,

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undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.

11.14 General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(i) the terms defined in this Agreement include the plural as well as the singular, and the use of any gender or neuter form herein shall be deemed to include the other gender and the neuter form;

(ii) references herein to “Sections”, “subsections,” “paragraphs”, and other subdivisions without reference to a document are to designated Sections, paragraphs and other subdivisions of this Agreement;

(iii) a reference to a paragraph without further reference to a Section is a reference to such paragraph as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions;

(iv) the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision;

(v) the term “include”, includes” or “including” shall be deemed to be followed by the words “without limitation”; and

(vi) the term “person” means any individual, corporation, partnership, limited liability company, association, joint venture, an association, a joint stock company, trust, unincorporated organization, governmental or political subdivision or agency, or any other entity of whatever nature.

11.15 Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) upon the mutual written agreement of each of the parties hereto to terminate this Agreement or (b) such date as no Registrable Shares remain outstanding or issuable pursuant to outstanding Warrants.

11.16 Restriction on Transfer After Closing.

(i) Unless waived by the Accel Founders or their Permitted Transferees, Pace Sponsor, Pace Governance, Peterson Capital and the Initial Holders agree not to effect any sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Shares, and not to effect any sale or distribution of any other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (including the Warrants), in each case, prior to the expiration of the Founder Shares Lock-up Period.

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(ii) Unless waived by Pace Governance or its Permitted Transferees, each Major Accel Stockholder agrees not to effect any sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Shares, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (including the Warrants), in each case, during the one hundred eighty (180) calendar day period after the Closing. In the event that all or any portion of the provisions of this Section 11.16(ii) are waived with respect to the Accel Founders, such provisions of this Section 11.16(ii) shall also be waived with respect to the Accel Management, the Significant Accel Stockholders and the Restricted Accel Stockholders, provided, that the terms of this Section 11.16(ii) may be waived in whole or in part with respect to the Significant Accel Stockholders and/or the Restricted Accel Stockholders in connection with an underwritten offering upon approval by the Board and Pace Governance.

(iii) For so long as this Agreement remains in effect with respect to such Holder, each Holder agrees not to effect any sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Shares, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (including the Warrants), in each case, if such sale or distribution would or would reasonably be expected to constitute or result in a “change of control” or similar event, as defined under the Company’s or its subsidiaries’ loan, credit or other debt facilities in place on the Effective Date or that may be entered into from time to time, provided that any such future loan, credit or other debt facilities contain substantially similar change of control definitions as those in the loan, credit or other debt facilities in place on the Effective Date. In the event that all or any portion of the provisions of this Section 11.16(iii) are waived with respect to the Accel Founders, Pace Sponsor, Pace Governance or Peterson Capital, such provisions of this Section 11.16(iii) shall also be waived with respect to all other Holders.

11.17 Notice. Each Holder agrees and acknowledges that it, he or she shall provide reasonable notice of, communicate in advance, and consult in good faith, with each other Holder and the Company with respect to:

(i) any communication with any future or potential investors in the Company;

(ii) any action required of such Holder in connection with the transactions contemplated by this Agreement; and

(iii) for a period of 24 months following the date hereof, any Transfers of Shares by such Holder, including such Holder’s proposed Transfer of Shares to any Person, notwithstanding any other provision of this Agreement to the contrary, including, without limitation, Section 2.1, Section 2.3, Section 2.5 and Section 3.1.

Other than as provided in clauses (i) to (iii) above, and subject to the other terms of this Agreement, each party hereto may purchase or otherwise acquire, or sell or otherwise dispose of Shares of the Company in its sole discretion.

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11.18 No Inconsistent Agreements; Additional Rights. The Company shall not hereafter enter into, and is not currently a party to, any agreement (other than the Initial Agreement, which will be terminated on the Effective Date) with respect to its securities that is inconsistent in any material respect with, or superior to, the registration rights granted to the Holders by this Agreement. Notwithstanding any other rights and remedies the Holders may have in respect of the Company or such other party pursuant to this Agreement, if the Company enters into any other registration rights or similar agreement with respect to any of its securities that contains provisions that violate the preceding sentence, the terms and conditions of this Agreement shall immediately be deemed to have been amended without further action by the Company or any of the Holders of Registrable Shares so that such Holders of such Registrable Shares shall each be entitled to the benefit of any such more favorable or less restrictive terms or conditions, as the case may be.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

TPG PACE HOLDINGS CORP.
By:	/s/ Karl Peterson
	Name: Karl Peterson
	Title: Chief Executive Officer and President

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

TPG PACE II SPONSOR SUCCESSOR, LLC
By:	/s/ Michael LaGatta
	Name: Michael LaGatta
	Title: Vice President

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

TPG PACE GOVERNANCE, LLC

TPG Holdings III, L.P.

By its general partner:

TPG Holdings III-A, L.P.

By its general partner:

TPG Holdings III-A, Inc.

Acting By:	/s/ Michael LaGatta
Name: Michael LaGatta

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

PETERSON CAPITAL PARTNERS, L.P.
By:	/s/ Karl Peterson
	Name: Karl Peterson
	Title: Authorized Signatory

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

Andrew H. Rubenstein
By:	/s/ Andrew H. Rubenstein
Name: Andrew H. Rubenstein
Title: Individual

[REGISTRATION RIGHTS AGREEMENT]

Harry R, LLC
By:	/s/ Andrew H. Rubenstein
Name:	Andrew H. Rubenstein
Title:	Member

[REGISTRATION RIGHTS AGREEMENT]

Jeffrey C. Rubenstein
By:	/s/ Jeffrey Rubenstein
Name:	Jeffrey Rubenstein
Title:	mr

[REGISTRATION RIGHTS AGREEMENT]

Jeffrey C. Rubenstein, as trustee, or his successors in trust, of the Susan Rubenstein Family Trust

By:	/s/ Jeffrey C. Rubenstein
Name:	Jeffrey C. Rubenstein
Title:	Sole Trustee

[REGISTRATION RIGHTS AGREEMENT]

Gordon S. Rubenstein
By:	/s/ Gordon S. Rubenstein
Name:	Gordon S. Rubenstein
Title:	Individual

[REGISTRATION RIGHTS AGREEMENT]

Gordon S. Rubenstein and Krista M. Ramonas Joint Revocable Trust

By:	/s/ Gordon S. Rubenstein
Name:	Gordon S. Rubenstein
Title:	Trustee

[REGISTRATION RIGHTS AGREEMENT]

The PrivateBank & Trust Company, as Custodian of the Gordon Rubenstein SEP IRA

By:	/s/ Gordon S. Rubenstein
Name:	Gordon S. Rubenstein
Title:	Individual

[REGISTRATION RIGHTS AGREEMENT]

Fund Indy LLC
By:	/s/ Gordon S. Rubenstein
Name:	Gordon S. Rubenstein
Title:	Member

[REGISTRATION RIGHTS AGREEMENT]

Brian Carroll

By:	/s/ Brian Carroll
Name:	Brian Carroll
Title:

[REGISTRATION RIGHTS AGREEMENT]

Derek Harmer

By:	/s/ Derek Harmer
Name:	Derek Harmer
Title:	Individual

[REGISTRATION RIGHTS AGREEMENT]

Michael Pappas

By:	/s/ Michael Pappas
Name:	Michael Pappas
Title:	Evp Bus Dev & Govt Relations

[REGISTRATION RIGHTS AGREEMENT]

Howard Ankin

By:	/s/ Howard Ankin
Name:	Howard Ankin
Title:	Individual

[REGISTRATION RIGHTS AGREEMENT]

Bassman Family L.P.

By:	/s/ Abraham Stern
Name:	Abraham Stern
Title:	POA

[REGISTRATION RIGHTS AGREEMENT]

Bradley Associates Trust

By:	/s/ Sherwin Jarol
Name:	Sherwin Jarol
Title:	Trustee

[REGISTRATION RIGHTS AGREEMENT]

Crilly Court Trust

By:	/s/ Pamela I. Kaji
Name:	Pamela I. Kaji
Title:	Trustee

[REGISTRATION RIGHTS AGREEMENT]

Edward H. McDermott under the Edward and Elizabeth McDermott Trust, as now or hereafter amended

By:	/s/ Edward H. McDermott
Name:	Edward H. McDermott
Title:	Trustee

[REGISTRATION RIGHTS AGREEMENT]

Geneva Venture Investments LLC

By:	/s/ John P. Huber
Name:	John P. Huber
Title:	Member

[REGISTRATION RIGHTS AGREEMENT]

Grant Place Fund LLC

By:	/s/ David W. Ruttenberg
Name:	David W. Ruttenberg
Title:	President Lakewest Inc., its manager

[REGISTRATION RIGHTS AGREEMENT]

John Hatherly

By:	/s/ John Hatherly
Name:	John Hatherly
Title:	Individual

[REGISTRATION RIGHTS AGREEMENT]

James Borello Trust

By:	/s/ James T. Borello
Name:	James T. Borello
Title:	Trustee

[REGISTRATION RIGHTS AGREEMENT]

Sherwin Jarol

By:	/s/ Sherwin Jarol
Name:	Sherwin Jarol
Title:

[REGISTRATION RIGHTS AGREEMENT]

David Nussbaumer

By:	/s/ David Nussbaumer
Name:	David Nussbaumer
Title:	Owner /Stockholder

[REGISTRATION RIGHTS AGREEMENT]

ROTH HOLDINGS LLC

By:	/s/ Mitchell Roth
Name:	Mitchell Roth
Title:	Manager

[REGISTRATION RIGHTS AGREEMENT]

David W. Ruttenberg, solely as trustee, or his successors in trust, of the David W. Ruttenberg Revocable Trust, as now or hereafter amended

By:	/s/ David W. Ruttenberg
Name:	David W. Ruttenberg
Title:	Trustee

[REGISTRATION RIGHTS AGREEMENT]

Sam Sallerson

By:	/s/ Sam Sallerson
Name:	Sam Sallerson
Title:

[REGISTRATION RIGHTS AGREEMENT]

Abraham J. Stern

By:	/s/ Abraham J. Stern
Name:	Abraham J. Stern
Title:

[REGISTRATION RIGHTS AGREEMENT]

CLAIRVEST EQUITY PARTNERS V LIMITED PARTNERSHIP

By:	/s/ Michael Wagman
Name:	Michael Wagman
Title:	President

By:	/s/ James H. Miller
Name:	James H. Miller
Title:	Corporate Secretary

[REGISTRATION RIGHTS AGREEMENT]

CLAIRVEST EQUITY PARTNERS V-A LIMITED PARTNERSHIP

By:	/s/ Michael Wagman
Name:	Michael Wagman
Title:	President

By:	/s/ James H. Miller
Name:	James H. Miller
Title:	Corporate Secretary

[REGISTRATION RIGHTS AGREEMENT]

CEP V CO-INVESTMENT LIMITED PARTNERSHIP

By:	/s/ Michael Wagman
Name:	Michael Wagman
Title:	President

By:	/s/ James H. Miller
Name:	James H. Miller
Title:	Corporate Secretary

[REGISTRATION RIGHTS AGREEMENT]

INITIAL HOLDERS:
	/s/ Chad Leat
Name:	Chad Leat
Name:	Kathleen Philips
Name:	Robert Suss
Name:	Paul Walsh

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

INITIAL HOLDERS:
Name:	Chad Leat
	/s/ Kathleen Philips
Name:	Kathleen Philips
Name:	Robert Suss
Name:	Paul Walsh

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

INITIAL HOLDERS:
Name:	Chad Leat
Name:	Kathleen Philips
	/s/ Robert Suss
Name:	Robert Suss
Name:	Paul Walsh

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

INITIAL HOLDERS:
Name:	Chad Leat
Name:	Kathleen Philips
Name:	Robert Suss
	/s/ Paul Walsh
Name:	Paul Walsh

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

EX-10.5

Exhibit 10.5

Final Version

INDEMNITY AGREEMENT

This Indemnity Agreement, dated as of                          , 20     (the “Agreement”) is made by and between Accel Entertainment, Inc., a Delaware corporation (the “Company”), and                             , (the “Indemnitee”).

RECITALS

A.    The Indemnitee [currently serves][is expected to serve] as [a director/an officer/a key employee] of the Company[, and also serves at the request of the Company as [                    ] of [                    ]];

B.    The Company is aware that competent and experienced persons are increasingly reluctant to serve as representatives of corporations unless they are protected by comprehensive liability insurance and indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no relationship to the compensation of such representatives;

C.    The members of the Board of Directors of the Company (the “Board”) have concluded that to retain and attract talented and experienced individuals to serve as representatives of the Company and its Subsidiaries and Affiliates (each as defined below) and to encourage such individuals to take the business risks necessary for the success of the Company and its Subsidiaries and Affiliates, it is necessary for the Company to contractually indemnify certain of its representatives and the representatives of its Subsidiaries and Affiliates, and the Board has determined that the following Agreement is reasonable and prudent to promote and ensure the best interests of the Company and its stockholders;

D.    Section 145 of the Delaware General Corporation Law (“Section 145”), empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations, partnerships, joint ventures, trusts or other enterprises, and expressly provides that the indemnification provided thereby is not exclusive; and

E.    The Company desires and has requested Indemnitee to serve or continue to serve as a representative of the Company and/or the Subsidiaries or Affiliates of the Company free from undue concern about unjustified claims for damages arising out of or related to the Indemnitee’s performance of their duties to the Company and/or the Subsidiaries or Affiliates of the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the Indemnitee’s agreement to provide services to the Company, the parties hereto, intending to be legally bound, hereby agree as follows:

1.    Definitions.

(a)    Affiliate. For purposes of this Agreement, “Affiliate” of the Company means any corporation, partnership, limited liability company, joint venture, trust or other enterprise in respect of which Indemnitee is or was or will be serving as a director, officer, trustee, manager, member, partner, employee, agent, attorney, consultant, member of the entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise), fiduciary, or in any other similar capacity at the request, election or direction of the Company, and including, but not limited to, any employee benefit plan of the Company or a Subsidiary or Affiliate of the Company.

(b)    Change in Control. For purposes of this Agreement, “Change in Control” means any event or circumstance after the date of this Agreement where (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a Subsidiary or a trustee or other fiduciary holding securities under an employee benefit plan of the Company or Subsidiary, is or becomes the “beneficial owner” (as this phrase is defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding capital stock, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the outstanding capital stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into capital stock of the surviving entity) at least 50% of the total voting power represented by the capital stock of the Company or such surviving entity outstanding immediately after such merger or consolidation (iv) or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

(c)    Expenses. For purposes of this Agreement, “Expenses” means all costs, expenses and obligations (including, without limitation, all attorneys’ fees and related disbursements, and other out-of-pocket costs) paid or incurred by Indemnitee in connection with either the investigation, defense or appeal of, or being a witness or otherwise involved in, a Proceeding (as defined below); provided, however, that Expenses shall not include any judgments, fines, taxes (including ERISA or other benefit plan related excise taxes or penalties) or amounts paid in settlement of a Proceeding.

(d)    Indemnifiable Event. For purposes of this Agreement, “Indemnifiable Event” means any event or occurrence, occurring on or after the date of this Agreement, related to Indemnitee’s service for the Company or any Subsidiary or Affiliate as an Indemnifiable Person (as defined below), or by reason of anything done or not done, or any act or omission, by Indemnitee in any such capacity.

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(e)    Indemnifiable Person. For the purposes of this Agreement, “Indemnifiable Person” means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.

(f)    Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that is experienced in matters governed by the General Corporation Law of the State of Delaware (the “DGCL”) and that has not performed services for the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.

(g)    Independent Director. For purposes of this Agreement, “Independent Director” means a member of the Board who is not and was not a party to the Proceeding for which a claim is made under this Agreement.

(h)    Other Liabilities. For purposes of this Agreement, “Other Liabilities” means any and all damages, losses, liabilities, judgments, fines, penalties, taxes (including ERISA or other benefit plan related excise taxes or penalties), and amounts paid in settlement and all interest, taxes, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, or amounts paid in settlement.

(i)    Proceeding. For the purposes of this Agreement, “Proceeding” means any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative, legislative or other, including any arbitration or other alternative dispute resolution and including any appeal of any of the foregoing and whether made pursuant to federal, state or other law.

(j)    Subsidiary. For purposes of this Agreement, “Subsidiary” means any entity of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company.

2.    Agreement to Serve. The Indemnitee agrees to serve as an Indemnifiable Person in the capacity or capacities in which Indemnitee may currently serve the Company as an Indemnifiable Person, and/or any additional capacity in which Indemnitee may agree to serve, until such time as Indemnitee’s service in a particular capacity shall end according to the terms of an agreement, the Company’s Certificate of Incorporation or Bylaws, governing law, or otherwise. Nothing contained in this Agreement is intended to create any right to continued employment or other form of service for the Company or a Subsidiary or Affiliate of the Company by Indemnitee.

3.    Mandatory Indemnification.

(a)    Agreement to Indemnify. Subject to Section 8 and Section 9 of this Agreement, in the event Indemnitee is a person who was or is a party to or witness in or is threatened to be made a party to or witness in any Proceeding by reason of an Indemnifiable

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Event, the Company shall indemnify Indemnitee from and against any and all Expenses and Other Liabilities incurred by Indemnitee in connection with (including in preparation for) such Proceeding to the fullest extent not prohibited by the provisions of the Company’s Bylaws and the DGCL, as the same may be amended from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than the Bylaws or the DGCL permitted prior to the adoption of such amendment) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful; provided that, in order to be entitled to indemnification of any amounts paid in settlement, the Company or Independent Counsel, as applicable pursuant to Section 7(d), must have consented in writing to such settlement in advance.

(b)    Exception for Amounts Covered by Insurance and Other Sources. Notwithstanding the foregoing, the Company shall not be obligated to indemnify Indemnitee for Expenses or Other Liabilities of any type whatsoever (including, but not limited to judgments, fines, penalties, ERISA or other benefit plan related excise taxes or penalties and amounts paid in settlement) to the extent such have been paid directly to Indemnitee (or paid directly to a third party on Indemnitee’s behalf) by any directors and officers, or other type, of insurance maintained by the Company or pursuant to other indemnity arrangements with third parties; provided, however, that payments made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement.

4.    Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses or Other Liabilities but not entitled, however, to indemnification for the total amount of such Expenses or Other Liabilities, the Company shall nevertheless indemnify Indemnitee for such total amount except as to the portion thereof for which indemnification is prohibited by the provisions of the Company’s Bylaws or the DGCL.

5.    Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any pending Proceeding as a result of an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to maintain in effect for the benefit of Indemnitee as an insured (a) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company, and (b) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or

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the other party or parties thereto under any such insurance or other arrangement. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a Subsidiary or Affiliate of the Company. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any directors’ and officers’ liability insurance policies then maintained by the Company in providing insurance in respect of Indemnitee, for a period of six years thereafter.

6.    Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses actually and reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee, by virtue of his or her execution and delivery of this Agreement, hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Bylaws or the DGCL, and no additional form of undertaking with respect to such obligation to repay shall be required. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty (30) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon. In the event that Indemnitee’s request for the advancement of Expenses shall be accompanied by an affidavit of counsel to Indemnitee to the effect that such counsel has reviewed such Expenses and that such Expenses are reasonable in such counsel’s view, then such Expenses shall be deemed reasonable in the absence of clear and convincing evidence to the contrary.

7.    Notice and Other Indemnification Procedures.

(a)    Notification. Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, unless the Company is a named co-defendant with Indemnitee, Indemnitee shall, if Indemnitee believes that indemnification or advancement of Expenses with respect thereto may be sought from the Company under this Agreement, promptly notify the Company, in writing, of the commencement or threat of commencement thereof, including a brief description (based upon information then available to the Indemnitee) of the nature of, and the facts underlying, such Proceeding. However, a failure so to notify the Company promptly following Indemnitee’s receipt of such notice shall not relieve the Company from any liability that it may have to Indemnitee except to the extent that the Company is materially prejudiced in its defense of such Proceeding as a result of such failure, provided, however, that the Company shall have the burden to prove the existence of such material prejudice by clear and convincing evidence.

(b)    Insurance and Other Matters. If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above, the Company has director

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and officer liability insurance in effect under which coverage for Proceedings related to an Indemnifiable Event is potentially available, the Company shall give prompt notice of the commencement of such Proceeding to the issuers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such insurance policies. In addition, the Company will instruct the insurers and the Company’s insurance broker that they may communicate directly with Indemnitee regarding such Proceeding and related insurance claim.

(c)    Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and Expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (iii) the Company fails to employ counsel to assume the defense of such Proceeding, or (iv) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

(d)    Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding related to an Indemnifiable Event effected without the Company’s written consent; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense or Other Liability on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not, on its own behalf, settle any part of any

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Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

8.    Determination of Right to Indemnification.

(a)    Success on the Merits or Otherwise. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 3(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against Expenses actually and reasonably incurred in connection therewith to the fullest extent provided by law.

(b)    Indemnification in Other Situations. In the event that Section 8(a) is inapplicable, the Company shall also indemnify Indemnitee if Indemnitee has satisfied the applicable standard of conduct for indemnification. Any determination that the Indemnitee has satisfied the applicable standard of conduct shall be made as follows:

i.    Those members of the Board who are Independent Directors even though less than a quorum;

ii.    A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or

iii.    Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion.

The party or parties charged with making this determination are referred to herein as the “Reviewing Party”.

(c)    Decision Timing and Expenses. The Company shall use its reasonable best efforts to cause a determination as required under Section 8(b) to be made as promptly as practicable. As soon as practicable, and in no event later than thirty (30) days after receipt by the Company of written notice of Indemnitee’s request for indemnification or selection of an Independent Counsel, if such determination is to be made by Independent Counsel, the Company and Indemnitee shall each submit to the Reviewing Party such information as they believe is appropriate for the Reviewing Party to consider. The Reviewing Party shall arrive at its decision within a reasonable period of time following the receipt of all such information from the Company and Indemnitee, but in no event later than thirty (30) days following the receipt of all such information, provided that the time by which the Reviewing Party must reach a decision may be extended by the Reviewing Party upon notice to the Company and the Indemnitee if such Reviewing Party makes a determination in good faith that additional time is required to obtain or evaluate information relating thereto. All Expenses associated with the process set forth in this Section 8(c), including but not limited to the Expenses of the Reviewing

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Party, shall be paid by the Company. Notwithstanding anything in this Agreement to the contrary, no determination as to the entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Proceeding.

(d)    Delaware Court of Chancery. Notwithstanding a final determination by any Reviewing Party that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, Indemnitee shall have the right to apply to the Court of Chancery of the State of Delaware, for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement.

(e)    Payment of Indemnification. If, in regard to any Expenses: (i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a); (ii) no standard of conduct determination is legally required as a condition to indemnification of Indemnitee hereunder; or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) to have satisfied the standard of conduct determination, then the Company shall pay to Indemnitee within ten (10) days after the later of receipt by the Company of a written request from Indemnitee for indemnification pursuant to this Section 8 or the earliest date on which the applicable criterion specified in clauses (i), (ii) or (iii) above is satisfied, an amount equal to such Expenses.

(f)    Expenses. The Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with any hearing or Proceeding under this Section 8 involving Indemnitee and against all Expenses and Other Liabilities incurred by Indemnitee in connection with any other Proceeding between the Company and Indemnitee involving the interpretation or enforcement of the rights of Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims of Indemnitee in any such Proceeding was frivolous or made in bad faith.

9.    Exceptions. Any other provision herein to the contrary notwithstanding,

(a)    Claims Initiated by Indemnitee. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except (1) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement, any other statute or law, as permitted under Section 145, or otherwise (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous), (2) where the Board has consented to the initiation of such Proceeding, or (3) with respect to Proceedings brought to discharge Indemnitee’s fiduciary responsibilities, whether under ERISA or otherwise, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

(b)    Actions Based on Federal Statutes Regarding Profit Recovery and Return of Bonus Payments. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of (i) any suit in which judgment is rendered against Indemnitee by a court of competent jurisdiction in a final adjudication not subject to further appeal for an accounting of profits made from the purchase or sale by Indemnitee of

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securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of l934 and amendments thereto or similar provisions of any federal, state or local statutory law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or

(c)    Unlawful Indemnification. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee for Other Liabilities if such indemnification is prohibited by law as determined by a court of competent jurisdiction in a final adjudication not subject to further appeal.

10.    Non-exclusivity. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to acts or omissions in his or her official capacity and to acts or omissions in another capacity while serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and shall inure to the benefit of the heirs, executors and administrators of Indemnitee.

11.    Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever by a court of competent jurisdiction, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

12.    Supersession, Modification and Waiver. This Agreement supersedes any prior indemnification agreement between the Indemnitee and the Company, its Subsidiaries or its Affiliates. If the Company and Indemnitee have previously entered into an indemnification agreement providing for the indemnification of Indemnitee by the Company, parties entry into this Agreement shall be deemed to amend and restate such prior agreement to read in its entirety as, and be superseded by, this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) and except as expressly provided herein, no such waiver shall constitute a continuing waiver.

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13.    Successors and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. In addition, the Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place and indemnify Indemnitee to the fullest extent permitted by law.

14.    Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (a) if delivered by hand and a receipt is provided by the party to whom such communication is delivered, (b) if mailed by certified or registered mail with postage prepaid, return receipt requested, on the signing by the recipient of an acknowledgement of receipt form accompanying delivery through the U.S. mail, (c) personal service by a process server, or (d) delivery to the recipient’s address by overnight delivery (e.g., FedEx, UPS or DHL) or other commercial delivery service. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice complying with the provisions of this Section 14. Delivery of communications to the Company with respect to this Agreement shall be sent to the attention of the Company’s General Counsel.

15.    No Presumptions. For purposes of this Agreement, the termination of any Proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of Proceedings by Indemnitee to secure a judicial determination by exercising Indemnitee’s rights under Section 8(d) of this Agreement shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has failed to meet any particular standard of conduct or did not have any particular belief or is not entitled to indemnification under applicable law or otherwise. Additionally, any admission of liability by the Company in connection with any settlement by the Company with a regulatory agency shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law or otherwise.

16.    Survival of Rights. The rights conferred on Indemnitee by this Agreement shall continue after Indemnitee has ceased to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and shall inure to the benefit of Indemnitee’s heirs, executors and administrators.

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17.    Subrogation and Contribution.

(a) In the event of payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

(b) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by or on behalf of Indemnitee, whether for Expenses and/or Other Liabilities, in connection with any Proceeding relating to an Indemnifiable Event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

18.    Specific Performance, Etc. The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.

19.    Counterparts. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

20.    Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.

21.    Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely with Delaware without giving effect to its principles of conflicts of laws.

22.    Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably and unconditionally: (a) agree that any legal action or Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, brought by the parties hereto shall be brought and determined exclusively in the Court of Chancery of the State of Delaware (or, solely if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any other state or federal court within the State of Delaware), (b) consent to the jurisdiction of the Court of Chancery of the State of Delaware (or,

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solely if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any other state or federal court within the State of Delaware) for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and not in any other state or federal court in the United States, and (c) waive, and agree not to plead or make, any claim that the Court of Chancery of the State of Delaware lacks venue or that any such action or Proceeding brought in the Court of Chancery of the State of Delaware has been brought in an improper or inconvenient forum.

[Signature Page Follows]

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Final Version

The parties hereto have entered into this Indemnity Agreement effective as of the date first above written.

ACCEL ENTERTAINMENT, INC.:

By:

Its:

	INDEMNITEE:
Address:

SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT

EX-10.6

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT

MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF

PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Exhibit 10.6

EXECUTION COPY

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

GRE-ILLINOIS, LLC

As Seller

GREAT RIVER ENTERTAINMENT, LLC

As Owner

GRAND RIVER JACKPOT, LLC

As the Company

and

ACCEL ENTERTAINMENT GAMING, LLC

As Buyer

dated as of

August 26, 2019

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
ARTICLE II PURCHASE AND SALE			14
Section 2.01	Purchase and Sale		14
Section 2.02	Purchase Price		14
Section 2.03	Reimbursement of Company Cash		14
Section 2.04	Transactions to be Effected at the Closing		17
Section 2.05	Closing		17
Section 2.06	Post-Closing Adjustment of Estimated Closing Payment		17
Section 2.07	Tax Consequences		18
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER, THE COMPANY AND GRA			19
Section 3.01	Organization and Authority of Seller		19
Section 3.02	Organization, Authority and Qualification of the Company and GRA		19
Section 3.03	Capitalization		19
Section 3.04	No Subsidiaries		20
Section 3.05	No Conflicts; Consents		20
Section 3.06	Financial Statements; Internal Financial Controls		21
Section 3.07	Undisclosed Liabilities		21
Section 3.08	Absence of Certain Changes, Events and Conditions		22
Section 3.09	Material Contracts		23
Section 3.10	Title to and Sufficiency of Assets; Real Property		25
Section 3.11	Intellectual Property		26
Section 3.12	Insurance		27
Section 3.13	Legal Proceedings; Governmental Orders		27
Section 3.14	Compliance with Laws; Permits		27
Section 3.15	Anti-Corruption Laws		27
Section 3.16	Employee Benefit Matters		28
Section 3.17	Employment Matters		30
Section 3.18	Taxes		30
Section 3.19	Environmental, Health and Safety Matters		32
Section 3.20	Licensing Issues		32
Section 3.21	Brokers		32
Section 3.22	Interested Party Transactions		33
Section 3.23	GE Person Buy-Out		33
Section 3.24	No Other Representations and Warranties		33
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF OWNER			33
Section 4.01	Organization and Authority of Owner		34
Section 4.02	No Conflicts; Consents		34
Section 4.03	Owner Financial Statements		34

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ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER		34
Section 5.01	Organization and Authority of Buyer	35
Section 5.02	No Conflicts; Consents	35
Section 5.03	Investment Purpose	35
Section 5.04	Brokers	35
Section 5.05	Legal Proceedings	35
Section 5.06	Independent Investigation	36
ARTICLE VI COVENANTS		36
Section 6.01	Conduct of Business Prior to the Closing	36
Section 6.02	Due Diligence	36
Section 6.03	Resignations	38
Section 6.04	Employees; Benefit Plans	38
Section 6.05	Plant Closings and Mass Layoffs	39
Section 6.06	Director and Officer Indemnification and Insurance	39
Section 6.07	Confidentiality; Public Announcements	39
Section 6.08	Governmental Approvals and Other Third-party Consents	39
Section 6.09	Books and Records	40
Section 6.10	Closing Conditions	41
Section 6.11	Further Assurances	41
Section 6.12	Transfer Taxes	41
Section 6.13	Tax Matters	41
Section 6.14	Representation and Warranty Insurance	45
Section 6.15	Restrictive Covenants	45
Section 6.16	GE Person Buy-Out	46
Section 6.17	Post-closing Payments	47
Section 6.18	Section 754 Issues	48
Section 6.19	IGB Covenant	48
Section 6.20	Exclusivity	48
Section 6.21	Release	49
Section 6.22	Schedule Supplement	49
ARTICLE VII CONDITIONS TO CLOSING		49
Section 7.01	Conditions to Obligations of All Parties	49
Section 7.02	Conditions to Obligations of Buyer	50
Section 7.03	Conditions to Obligations of Seller	51
ARTICLE VIII INDEMNIFICATION		52
Section 8.01	Survival	52
Section 8.02	Indemnification By Seller and Owner	52
Section 8.03	Indemnification By Buyer	53
Section 8.04	Certain Limitations	54
Section 8.05	Indemnification Procedures	55
Section 8.06	Tax Treatment of Indemnification Payments	56
Section 8.07	Exclusive Remedies	56

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ARTICLE IX TERMINATION		57
Section 9.01	Termination	57
Section 9.02	Effect of Termination	58
ARTICLE X MISCELLANEOUS		58
Section 10.01	Expenses	58
Section 10.02	Notices	58
Section 10.03	Interpretation	59
Section 10.04	Headings	59
Section 10.05	Severability	59
Section 10.06	Entire Agreement	60
Section 10.07	Successors and Assigns	60
Section 10.08	No Third-party Beneficiaries	60
Section 10.09	Amendment and Modification; Waiver	60
Section 10.10	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	60
Section 10.11	Specific Performance	61
Section 10.12	Counterparts	61
Section 10.13	IGB Review	61

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (this “Agreement”), dated as of August 23, 2019, is entered into by and among GRE-Illinois, LLC, an Illinois limited liability company (“Seller”), Great River Entertainment, LLC, an Iowa limited liability company (“Owner”), Grand River Jackpot, LLC, an Illinois limited liability company (the “Company”), and Accel Entertainment Gaming, LLC, an Illinois limited liability company (“Buyer” and together with Seller and Owner, each, a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, at the Closing, Seller shall own all of the issued and outstanding membership interests (the “Membership Interests”) in the Company;

WHEREAS, the Company is a licensed Terminal Operator pursuant to the Illinois Video Gaming Act (the “Act”) and the written policies, rules and regulations promulgated thereunder (collectively, with the Act, the “Video Gaming Laws”) and owns, services, maintains and places Video Gaming Terminals (as defined in the Act) in various establishments (“Gaming Establishments”) that are licensed under the Act (the “Gaming Business”);

WHEREAS, the Company owns 100% of the issued and outstanding membership interests of Grand River Amusements, LLC, an Illinois limited liability company (“GRA”) and GRA is in the business of owning, servicing, maintaining and providing amusement games for placement in facilities (“Amusement Establishments”) throughout the State of Illinois (the “Amusement Business”); and

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Membership Interests, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:

ARTICLE I

DEFINITIONS

The following terms have the meanings specified or referred to in this Article I:

“2019 Sales Agent Payment Liability” means all Sales Agent Payments required to be paid by the Company post-Closing during the 2019 calendar year.

“2019 Regional Manager Payment Liability” means all Regional Manager Payments required to be paid by the Company post-Closing during the 2019 calendar year.

“Accounting Conventions” has the meaning set forth in Section 6.17.

“Act” has the meaning set forth in the recitals.

“Additional Cash Amount” has the meaning set forth in Section 2.03(a)(i)(D).

“Adjustment Component” has the meaning set forth in Section 2.06(b).

“Adjustment Notice” has the meaning set forth in Section 2.06(b).

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Allocation” has the meaning set forth in Section 6.13(e).

“Amusement Agreement” means an oral or written agreement memorializing GRA’s right to place amusement assets in an Amusement Establishment counterparty thereto.

“Amusement Business” has the meaning set forth in the recitals to this Agreement.

“Amusement Establishment” has the meaning set forth in the recitals.

“Anti-Corruption Law” means the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.), as amended, any rules or regulations thereunder, the U.S. Travel Act or any other Laws concerning anti-corruption, anti-bribery, or money laundering.

“Audited Financial Statements” has the meaning set forth in Section 3.06.

“Auditor” has the meaning set forth in Section 2.03(a)(ii).

“Average Net Win Per Machine Per Day” means, with respect to a Gaming Establishment, the Net Win for such Gaming Establishment during the applicable measurement period, divided by the aggregate number of Machine Days for such Gaming Establishment during the applicable measurement period.

“Balance Sheet” has the meaning set forth in Section 3.06.

“Balance Sheet Date” has the meaning set forth in Section 3.06.

“Baseline Location” means a Company Establishment that has had live Video Gaming Terminals therein operated by the Company for at least six (6) consecutive months as of the applicable measurement date.

“Baseline Location Schedule” has the meaning set forth in Section 6.17(b).

“Benefit Plan” has the meaning set forth in Section 3.16(a).

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in Illinois are authorized or required by Law to be closed for business.

“Buyer” has the meaning set forth in the preamble.

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“Buyer Benefit Plans” has the meaning set forth in Section 6.04(b).

“Buyer Fundamental Representations and Warranties” means those representations and warranties of Buyer set forth in Section 5.01 and Section 5.02.

“Buyer Indemnitee” has the meaning set forth in Section 8.02.

“Buyer’s Phase 1 Due Diligence” has the meaning set forth in Section 6.02(a).

“Buyer’s Phase 1 Termination Right” has the meaning set forth in Section 6.02(a).

“Buyer’s Phase 2 Due Diligence” has the meaning set forth in Section 6.02(b).

“Capitalization Schedule” has the meaning set forth in Section 3.03(a).

“Cash Reimbursement Amount” shall mean the sum of (i) the Vault and ATM Cash Reimbursement Amount; (ii) the VGT Cash Reimbursement Amount, and (iii) the Additional Cash Amount, each as calculated on the Closing Date pursuant to the schedules provided by Seller pursuant to Section 2.03(a)(i).

“CIM” has the meaning set forth in Section 3.24.

“Closing Date” has the meaning set forth in Section 2.05.

“Closing Financial Certificate” has the meaning set forth in Section 7.02(g).

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the recitals.

“Company Closing Use Agreement” means a Use Agreement with a Company Establishment as more fully set forth on Section 1.01(b) of the Disclosure Schedules.

“Company Continuing Employee” has the meaning set forth in Section 6.04(a).

“Company Establishment” means: (a) a Gaming Establishment that has entered into a Use Agreement and is set forth on Section 1.01(b) of the Disclosure Schedules with the Company or that was assigned to the Company, (b) any Pipeline Establishment that has entered into a Use Agreement as set forth on Section 1.01(b) of the Disclosure Schedules with the Company or that was assigned to the Company or enters into a Use Agreement with the Company, Buyer or an Affiliate of Buyer following the date hereof, (c) any successor in interest to the original party to a Use Agreement or any Person that occupies a facility or location having been subject to a Use Agreement set forth in (a) or (b) of this definition, or (d) a Gaming Establishment majority owned by one or more owners of a facility or location having been subject to a Use Agreement set forth in (a), (b) or (c) of this definition, that enters into a Use Agreement with the Company or Buyer or an Affiliate of Buyer within nine (9) months of Closing.

“Company Intellectual Property” has the meaning set forth in Section 3.11(b).

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“Company Operating Agreement” means that certain Amended and Restated Operating Agreement of the Company, dated October 31, 2016 (as amended).

“Company Transaction Expenses” means the sum of all expenses of the Company or GRA, or for which the Company or GRA is liable, related to or arising from the negotiation, preparation and consummation of this Agreement or the transactions contemplated hereby, including (a) all investment banking fees, commissions, advisory fees, legal fees, accounting fees, (b) all severance, sale, stay, bonuses or other similar payments paid or payable in connection with the transactions contemplated by this Agreement, (c) the 2019 Regional Manager Payment Liability and the 2019 Sales Agent Payment Liability (but, for the avoidance of doubt, not including any Route Location Payments due post-Closing or other continuing employee/sales agent commissions that arise because of the occurrence of events (including the passage of time) post-Closing), in each case, including any employer-side payroll or similar Taxes arising in connection therewith and (D) fifty percent (50%) of the cost of the R&W Insurance Policy.

“Confidentiality Agreement” means the Confidentiality Agreement, dated as of May 9, 2019, between Buyer and the Company.

“Data Room” means the electronic documentation site established by Intralinks, Inc. on behalf of Seller containing the documents set forth in the index included in Section 1.01(a) of the Disclosure Schedules dated as of two (2) days prior to the Closing Date.

“Date of Last Service” has the meaning set forth in Section 2.03(a)(i)(B).

“Deductible” has the meaning set forth in Section 8.04(a).

“Deposit” means the payment of $6 million put into escrow with the Escrow Agent, pursuant to that certain Escrow Agreement by and among Buyer, Seller and the Escrow Agent dated August 23, 2019 and attached hereto as Exhibit C.

“Deposit Conditions” means each of the following is true as of the date of the applicable termination: (i) Buyer’s Phase 1 Due Diligence Period has expired in accordance with the terms set forth herein, (ii) the Closing Conditions set forth in Section 7.01(a) have been satisfied, (iii) the Company and GRA have been in material compliance with Section 6.01 since the date of this Agreement, (iv) the Use Agreement Summary is materially accurate, and (v) the representations and warranties of Seller, the Company and GRA contained in Article III are true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date).

“Direct Claim” has the meaning set forth in Section 8.05(b).

“Disclosure Schedules” means the Disclosure Schedules delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement.

“Dollars” or “$” means the lawful currency of the United States.

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“Drop Dead Date” has the meaning set forth in Section 9.01(b)(i).

“Employees” means those Persons employed by the Company or GRA immediately prior to the Closing.

“Encumbrance” means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment, conditional sale or other encumbrance of any kind or character whatsoever or other defect in title.

“Environmental, Health and Safety Requirements” means all applicable Laws concerning or relating to worker/occupational health and safety, or pollution or protection of the environment, including those relating to the presence, use, manufacturing, refining, production, generation, handling, transportation, treatment, recycling, transfer, storage, disposal, distribution, importing, labeling, testing, processing, discharge, release, threatened release, control or other action or failure to act involving cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now in effect.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ERISA Affiliate” means a trade or business (whether or not incorporated) that is treated as a single employer with the Company or GRA within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“Escrow Agent” means Fifth Third Bank, an Ohio banking corporation.

“Estimated Adjustment Component” means each of (i) the Estimated Working Capital and (ii) the Estimated Unpaid Company Transaction Expenses.

“Estimated Cash Reimbursement Amount” means the Company’s good faith estimate of the Cash Reimbursement Amount as set forth in the notice delivered to Buyer pursuant to Section 2.03(a).

“Estimated Closing Payment” has the meaning set forth in Section 2.02(a).

“Estimated Working Capital” has the meaning set forth in Section 7.02(g).

“Estimated Unpaid Company Transaction Expenses” has the meaning set forth in Section 7.02(g).

“Final Cash Reimbursement Amount” has the meaning set forth in Section 2.03(a)(iv).

“Financial Statements” has the meaning set forth in Section 3.06.

“Flow of Funds Schedule” means that certain flow of funds allocating the amount paid at Closing to Seller and which shall include wire transfer instructions for Seller, which initial schedule shall be delivered by Seller to Buyer no later than two (2) Business Days prior to the Closing Date and shall be updated immediately prior to the Closing to account for the reimbursement of Cash Reimbursement Amount.

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“Fundamental Representations and Warranties” means the Buyer Fundamental Representations and Warranties and the Seller Fundamental Representations and Warranties.

“GAAP” means United States generally accepted accounting principles in effect from time to time.

“Gaming Business” has the meaning set forth in the recitals.

“Gaming Establishments” has the meaning set forth in the recitals.

“GE Person Buy-Out” means the purchase by Seller of all of Grand Enterprises, LLC’s Membership Interests in the Company pursuant to the applicable provisions of the Company Operating Agreement.

“GE Restricted Person” means each of Misty Menossi, Ryan Menossi, Leonard A. Rakers and Leonard P. Rakers.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Official” means (a) an officer, agent or employee of any Governmental Authority or (b) any candidate for any office of or position with any Governmental Authority.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“GRA Operating Agreement” means the operating agreement of GRA dated August 6, 2012.

“GRJ Restricted Person” means any of Seller, [***] and [***].

“IGB” means the Illinois Gaming Board.

“Indebtedness” means (a) all indebtedness for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money, (b) any indebtedness evidenced by any note, bond, debenture or other debt security, (c) any indebtedness for the deferred purchase price of property or services with respect to which a Person is liable, contingently or otherwise, as obligor or otherwise (other than trade liabilities and other current liabilities incurred in the ordinary course of business consistent with past practice which are not more than ninety (90) days past due), (d) any commitment by which a Person assures a creditor against Loss (including contingent reimbursement obligations with respect to letters of credit), (e) any indebtedness guaranteed in any manner by a Person (including guarantees in the form of a contract to

6

repurchase or reimburse), (f) any obligations under capitalized leases with respect to which a Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations a Person assures a creditor against Loss, (g) any indebtedness secured by an Encumbrance on a Person’s assets and (h) accrued interest to the day immediately prior to the Closing Date in respect of any obligations described in the foregoing clauses (a) through (g) of this definition and all premiums, penalties, charges, fees, expenses and other amounts due in connection with the payment and satisfaction in full of such obligations which will be paid or prepaid (or become payable) at the Closing. For the avoidance of doubt, Indebtedness shall not include any Company Transaction Expense.

“Indemnified Party” has the meaning set forth in Section 8.04.

“Indemnifying Party” has the meaning set forth in Section 8.04.

“Insurance Policies” has the meaning set forth in Section 3.12.

“Insurer” means Euclid Transactional, in its capacity as insurer under the R&W Insurance Policy.

“Intellectual Property” has the meaning set forth in Section 3.11(a).

“Interim Balance Sheet” has the meaning set forth in Section 3.06.

“Interim Balance Sheet Date” has the meaning set forth in Section 3.06.

“Interim Financial Statements” has the meaning set forth in Section 3.06.

“Knowledge of Seller” or “Seller’s Knowledge” or any other similar knowledge qualification, means the knowledge of those persons listed on Section 1.01(c) of the Disclosure Schedules; provided, that such individuals shall be deemed to have knowledge of a particular fact, circumstance, event or other matter if (x) such knowledge could be obtained from reasonable inquiry of such individual’s direct subordinates or direct reports or (y) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic, including electronic mails sent to or by such individual) in, or that have been in, the possession of such individual, including his or her personal files.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Leases” has the meaning set forth in Section 3.10(b).

“LOI” means that certain Letter of Intent between Buyer and Seller dated July 18, 2019, as amended.

“Losses” means any losses, damages, liabilities, claims, fees, awards, Taxes, judgments, fines, penalties, interests, costs and expenses, including costs of enforcement, investigation and defense and reasonable attorneys’ fees of counsel, experts and other professionals.

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“Machine Day” means with respect to each Video Gaming Terminal located in a Gaming Establishment during a measurement period, the number of days during such measurement period that such Video Gaming Terminal is located and operational in such Gaming Establishment.

“Material Adverse Effect” means any one or more events, occurrences, facts, conditions or changes that are, or would reasonably be expected to be, materially adverse, individually or in the aggregate, to (a) the business, results of operations, condition (financial or otherwise) or assets, liabilities, revenues, income, business, prospects, operations or results of operations of the Company and GRA, taken as a whole, or (b) the ability of Seller to consummate the transactions contemplated hereby; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic conditions (except to the extent that such changes have a disproportionate impact on the Company and GRA (taken as a whole) as compared to other companies in the industry in which the Company or GRA operates); (ii) conditions generally affecting the industries in which the Company and GRA operate (except to the extent that such changes have a disproportionate impact on the Company and GRA (taken as a whole) as compared to other companies in the industry in which the Company or GRA operates); (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates (except to the extent that such changes have a disproportionate impact on the Company and GRA (taken as a whole) as compared to other companies in the industry in which the Company or GRA operates); (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Buyer; (vi) any changes in applicable Laws (other than by legislation or any action of the IGB) or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof; (vii) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees, Company Establishments, suppliers, distributors or others having relationships with the Company or GRA; (viii) any natural or man-made disaster or acts of God; or (ix) any failure by the Company or GRA to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded).

“Material Contracts” has the meaning set forth in Section 3.09(a).

“Membership Interests” has the meaning set forth in the recitals.

“Net Terminal Income” has the meaning set forth in the Act.

“Net Win” means, with respect to a Gaming Establishment, all amounts deposited into Video Gaming Terminals located in such Gaming Establishment during the applicable measurement period less the amount of all credits or payouts issued to players during such measurement period with respect to such Video Gaming Terminals.

“OA Restrictive Covenants” means those certain restrictive covenants of the GE Restricted Persons set forth in Section 6.9(c) of the Company Operating Agreement.

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“One-Year Measurement Period” means the one-year period ending on the One-Year Payment Date.

“One-Year Payment Amount” has the meaning set forth in Section 2.02(b).

“One-Year Payment Amount Offset” means the sum of the following payments actually made by the Company during the One-Year Measurement Period: (i) the Route Location Payments, (ii) the Sales Agent Payments, and (iii) the Regional Manager Incentive Payments. No 2019 Sales Agent Payment Liability or 2019 Regional Manager Payment Liability included in the Estimated Working Capital calculation shall count toward the One-Year Payment Amount Offset.

“One-Year Payment Date” means the date that is the one-year anniversary of the Closing Date (provided that if such date is not the last day of a calendar month, then the last day of the calendar month in which such anniversary occurs).

“Owner Audited Financial Statements” has the meaning set forth in Section 4.03.

“Owner Financial Statements” has the meaning set forth in Section 4.03.

“Owner Interim Financial Statements” has the meanings set forth in Section 4.03.

“Party” has the meaning set forth in the preamble.

“Permits” means all permits, licenses, franchises, approvals, authorizations, and consents required to be obtained from Governmental Authorities.

“Permitted Encumbrances” has the meaning set forth in Section 3.10(a).

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Phase 1 Due Diligence Period” has the meaning set forth in Section 6.02(a).

“Phase 2 Due Diligence Period” has the meaning set forth in Section 6.02(b).

“Pipeline Establishment” means an establishment identified as being solicited by the Company to enter into a Use Agreement with the Company and set forth on Section 1.01(b) of the Disclosure Schedules and which establishment actually executes a Use Agreement with the Company within nine (9) months of the Closing.

“Post-Closing Tax Period” means any taxable period or portion thereof that begins after the Closing Date.

“Pre-Closing Tax Period” means any taxable period or portion thereof that ends on or before the Closing Date.

“Purchase Price” has the meaning set forth in Section 2.02.

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“Qualified Benefit Plan” has the meaning set forth in Section 3.16(b).

“R&W Insurance Policy” means that certain buyer-side representations and warranties insurance policy to be issued by the Insurer to the Buyer on terms reasonably satisfactory to Buyer, to be entered into simultaneously with, and effective as of, the Closing.

“Real Property” means the real property owned, leased or subleased by the Company or GRA, together with all buildings, structures and facilities located thereon.

“Regional Manager Incentive Payments” means any incentive payments actually paid to any Company regional manager pursuant to the Company’s 2019 Commission Program with respect to a Gaming Establishment that has entered into a Use Agreement with the Company and is set forth on Section 1.01(b) of the Disclosure Schedules, or any Pipeline Establishment that has entered into a Use Agreement with the Company as set forth on Section 1.01(b) of the Disclosure Schedules. All potential Regional Manager Incentive Payments that may be payable during the One-Year Measurement Period and Three-Year Measurement Period is set forth on Section 1.01(d) of the Disclosure Schedules; provided that any payment (or portion thereof) made as a result of a post-Closing modification or amendment to the Company’s 2019 Commission Program without Seller’s consent shall not be deemed to be a Regional Manager Incentive Payment for purposes of calculating the One-Year Payment Amount Offset or the Three-Year Payment Amount Offset to the extent resulting from such modification or amendment.

“Releasees” has the meaning set forth in Section 6.21.

“Removal Date” means the date on which Buyer terminates the applicable Use Agreement or otherwise voluntarily removes its Video Gaming Terminals from a Company Establishment.

“Representative” means, with respect to any Person, such Person’s Affiliates and any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person and its Affiliates.

“Restricted Territory” means the state of Illinois.

“Restrictive Covenant Period” means the period beginning on the Closing Date and ending on the five (5) year anniversary of the Closing Date.

“Route Location Payments” means any payments made with respect to any route acquisitions completed by the Company prior to Closing. All potential Route Location Payments that may be payable during the One-Year Measurement Period and Three-Year Measurement Period is set forth on Section 1.01(e) of the Disclosure Schedules; provided that any payment (or portion thereof) made as a result of a post-Closing modification or amendment to a route acquisition agreement without Seller’s consent shall not be deemed to be a Route Location Payment for purposes of calculating the One-Year Payment Amount Offset or the Three-Year Payment Amount Offset to the extent resulting from such modification or amendment.

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“Sales Agent” means an employee or consultant of the Company who facilitated the Company’s acquisition of a Company Closing Use Agreement as evidenced by such person being identified as the sales agent with respect to such Use Agreement.

“Sales Agent Payment” means any payments made to any Sales Agent for procuring a Company Closing Use Agreement. All potential Sales Agent Payments that may be payable during the One-Year Measurement Period and Three-Year Measurement Period is set forth on Section 1.01(f) of the Disclosure Schedules; provided that any payment (or portion thereof) made as a result of a post-Closing modification or amendment to any agreement with a Sales Agent without Seller’s consent shall not be deemed to be a Sales Agent Payment for purposes of calculating the One-Year Payment Amount Offset or the Three-Year Payment Amount Offset to the extent resulting from such modification or amendment.

“SciGames Report” has the meaning set forth in Section 2.03(a)(i)(C).

“Seller” has the meaning set forth in the preamble.

“Seller Cap” has the meaning set forth in Section 8.04(b).

“Seller Fundamental Representations and Warranties” means those representations and warranties of Seller set forth in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.18, Section 3.21 and Section 3.23.

“Seller Indemnitee” has the meaning set forth in Section 8.03.

“Straddle Period” means any taxable period that begins on or before the Closing Date and ends on or after the Closing Date.

“Survival Period” has the meaning set forth in Section 8.01.

“Target Working Capital” means $0.00.

“Tax Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection or other imposition of Taxes.

“Tax Determination” has the meaning set forth in Section 6.13(c)(ii).

“Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

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“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document filed or required to be filed by any taxing authority in connection with the determination, assessment, collection, imposition, payment, refund or credit of any federal, state, local or foreign Tax or the administration of the laws relating to any Tax., including any schedule or attachment thereto, and including any amendment thereof.

“Terminal Operator” has the meaning set forth in the Act.

“Third-Party Claim” has the meaning set forth in Section 8.05(a).

“Three-Year Measurement Period” means the two-year period ending on the Three-Year Payment Date.

“Three-Year Payment Amount” has the meaning set forth in Section 2.02(c).

“Three-Year Payment Amount Offset” means the sum of the following payments actually made by the Company during the Three-Year Measurement Period (which, for the avoidance of doubt shall not include any amounts included in the One-Year Payment Amount Offset): (i) the Route Location Payments, (ii) the Sales Agent Payments, and (iii) the Regional Manager Incentive Payments. No prepayment of any Route Location Payment, Sales Agent Payment or Regional Manager Incentive Payment made during the Three-Year Measurement Period, which was otherwise scheduled to be made subsequent thereto, shall count toward a Three-Year Payment Amount Offset.

“Three-Year Payment Date” means the date that is the three-year anniversary of the Closing Date; provided that if such date is not the last day of a calendar month, then the last day of the calendar month in which such anniversary occurs.

“TO Share Schedule” has the meaning set forth in Section 6.17.

“TPG” means TPG Pace Holdings Corp.

“TTM GRJ TO Share” means as of the Closing Date, the One-Year Payment Date or the Three-Year Payment Date (as applicable), the Terminal Operator’s share of Net Terminal Income generated by all Company Establishments during the twelve (12) month period ending as of the applicable date (as calculated in accordance with Section 6.17).

“Underperforming Establishment” means either a Year One Underperforming Establishment or a Year Three Underperforming Establishment.

“Unpaid Company Transaction Expenses” means, as of the Closing, any Company Transaction Expenses not previously paid by the Company.

“Unredeemed Voucher Liability” has the meaning set forth in Section 2.03(b).

“USB Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of October 31, 2016, by and among GRE Funding Company, LLC, GRE Burlington Holding Company, LLC and U.S. Bank National Association, as Administrative Agent.

“Use Agreements” means, the agreements that are related to the placement of Video Gaming Terminals in qualifying Gaming Establishments to operate Video Gaming Terminals on its premises.

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“Use Agreement Summary” means that certain summary of the Use Agreements set forth in Folder # 2.1 in the Data Room, as such may be updated from time-to-time by Seller.

“Vault and ATM Cash Reimbursement Amount” has the meaning set forth in Section 2.03(a)(i)(A).

“VGT Cash Amount” shall mean with respect to each Company Video Gaming Terminal, (x) the sum of the aggregate dollar amount of transactions reported on the SciGames Reports for such Video Gaming Terminal for each day after the Date of Last Service for such Video Gaming Terminal and prior to the Closing Date plus (y) 50% of the dollar amount of transactions reported on the SciGames Report for such Video Gaming Terminal on the Date of Last Service.

“VGT Cash Reimbursement Amount” shall mean the aggregate VGT Cash Amount for each Company Video Gaming Terminal.

“Video Gaming Laws” has the meaning set forth in the recitals.

“WARN Act” means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws related to plant closings, relocations, mass layoffs and employment losses.

“Working Capital” means (a) the Company’s prepaid expenses and accounts receivable as of the Closing (as defined by and determined in accordance with GAAP) less (b) the Company’s total consolidated liabilities as of the Closing (as defined by and determined in accordance with GAAP)¹. For purposes of calculating Working Capital, the Company’s consolidated liabilities shall (regardless of whether they would be treated as a current liability under GAAP) exclude any Unpaid Company Transaction Expenses. Set forth on Exhibit A, for illustrative purposes only, is an example calculation of the Working Capital as if the Closing had occurred as of June 30, 2019.

“Year One Underperforming Establishment” means a Company Establishment with respect to which Buyer terminates the applicable Use Agreement or otherwise voluntarily removes its Video Gaming Terminals during the One-Year Measurement Period which (i) is a Baseline Location as of the Removal Date, and (ii) has an Average Net Win Per Machine Per Day during the six-month period ending on the Removal Date that is in the bottom five percent (5%) of the Average Net Win Per Machine Per Day for all Baseline Locations set forth in TO Share Schedule delivered by Buyer to Seller with respect to the One-Year Payment Date. For the avoidance of doubt, the number of Year One Underperforming Establishments cannot be more than five percent (5%) of the total number of Baseline Locations set forth in the TO Share Schedule delivered by Seller to Buyer prior to the Closing Date.

“Year Three Underperforming Establishment” means a Company Establishment with respect to which Buyer terminates the applicable Use Agreement or otherwise voluntarily removes its Video Gaming Terminals during the Three-Year Measurement Period which (i) is a Baseline Location as of the Removal Date, and (ii) has an Average Net Win Per Machine Per

¹  Sample calculation does not include indebtedness of the Company to be paid off at Closing.

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Day during the six-month period ending on the Removal Date that is in the bottom five percent (5%) of the Average Net Win Per Machine Per Day for all Baseline Locations set forth in TO Share Schedule delivered by Buyer to Seller with respect to the Three-Year Payment Date. For the avoidance of doubt, the number of Year Three Underperforming Establishments cannot be more than five percent (5%) of the total number of Baseline Locations set forth in the Baseline Location Schedule.

ARTICLE II

PURCHASE AND SALE

Section 2.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Membership Interests for the consideration specified in Section 2.02.

Section 2.02 Purchase Price. The aggregate purchase price for the Membership Interests shall be $109,500,000.00 (the “Purchase Price”), subject to and payable as follows:

(a) Subject to Section 2.03 and Section 2.06, an amount equal to (i) $100,000,000.00 plus (ii) an amount (which may be positive or negative) equal to the difference between the Estimated Working Capital minus the Target Working Capital, plus (iii) the Estimated Cash Reimbursement Amount, minus (iv) the Unredeemed Voucher Liability, minus (v) the Deposit and minus (vi) the Estimated Unpaid Company Transaction Expenses (such amount, the “Estimated Closing Payment”) shall be payable at the Closing;

(b) $2,500,000.00 (the “One-Year Payment Amount”) shall be payable within thirty (30) days of the One-Year Payment Date subject to and payable in accordance with Section 6.17; and

(c) $7,000,000.00 (the “Three-Year Payment Amount”) shall be payable within thirty (30) days of the Three-Year Payment Date subject to and payable in accordance with Section 6.17.

Section 2.03 Reimbursement of Company Cash.

(a) Gaming Cash.

(i) No later than two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a schedule together with backup information detailing:

(A) the estimated amount of cash in the vault Equipment and the ATMs of the Company as of the close of business on the day prior to the Closing Date (such amount, the “Vault and ATM Cash Reimbursement Amount”); provided, the Vault and ATM Cash Reimbursement Amount shall exclude any accounts receivable;

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(B) the last date of service by the Company from each of the Company’s Video Gaming Terminals prior to the Closing Date (the “Date of Last Service”);

(C) Scientific Games, On Demand, Video Gaming Transaction Report (“SciGames Report”) for each Company Video Gaming Terminal for the Date of Last Service and each day thereafter prior to the Closing Date; and

(D) the estimated amount of cash, as of the close of business on the day before the Closing Date, (x) remaining in any Company bank accounts, (y) on delivery trucks in transit for deposit in Video Gaming Terminals and ATMs (the “Additional Cash Amount”).

(ii) Within ten (10) Business Days after the Closing Date, Buyer shall deliver to Seller a schedule together with backup information detailing the actual amount of cash in the vault Equipment and the ATMs as of the close of business on the day prior to the Closing Date, the VGT Cash Amount for each Company Video Gaming Terminal and the Additional Cash Amount (the “Actual Cash Amount Calculation”). At any time within twenty (20) Business Days after receiving such report from Buyer, Seller may deliver a notice to Buyer disputing the Actual Cash Amount Calculation. Each of Buyer and Seller agrees to cooperate in good faith to resolve any such dispute, and if, after ten (10) Business Days of good faith negotiation, the Parties are unable to resolve such dispute then the dispute shall be finally resolved by a nationally recognized accounting firm as shall be mutually agreed by Buyer and Seller (the “Auditor”).

(iii) The fees, costs and expenses of the Auditor in connection with this Section 2.03 shall be paid (i) by Buyer in the event the absolute value of the difference between the actual amount of cash in the vault Equipment and the ATMs as of the close of business on the day prior to the Closing Date, the VGT Cash Amount for each Company Video Gaming Terminal and the Additional Cash Amount as determined by the Auditor pursuant to this Section 2.03 and the Actual Cash Amount Calculation delivered by Buyer pursuant to Section 2.03(a)(ii) (such aggregate difference, the “Buyer’s Cash Difference”) is greater than the absolute value of the difference between the final actual amount of cash in the vault Equipment and the ATMs as of the close of business on the day prior to the Closing Date, the VGT Cash Amount for each Company Video Gaming Terminal and the Additional Cash Amount as determined by the Auditor pursuant to this Section 2.03 and the actual amount of cash in the vault Equipment and the ATMs as of the close of business on the day prior to the Closing Date, the VGT Cash Amount for each Company Video Gaming Terminal and the Additional Cash Amount set forth in Seller’s notice of objection delivered pursuant to Section 2.03(a)(ii) (such aggregate difference, the “Seller’s Cash Difference”), (ii) by Seller if the Buyer’s Cash Difference is less than the Seller’s Cash Difference or (iii) equally by the Buyer and Seller if the Buyer’s Cash Difference is equal to the Seller’s Cash Difference.

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(iv) The final determination of the actual amount of cash in the vault Equipment and the ATMs, aggregate VGT Cash Amount for each Company Video Gaming Terminal, and Additional Cash Amount as of the close of business on the day prior to the Closing Date (the “Final Cash Reimbursement Amount”) shall become final and binding on all Parties upon the earliest to occur of (A) mutual agreement by the Parties that such amount is final, (B) the date that is one (1) day after the ten (10) Business Day review period specified in Section 2.03(a)(ii), if no notice of dispute is delivered by Seller and (C) the date on which the Auditor finally resolves in writing any disputed matters.

(v) To the extent (A) the Estimated Cash Reimbursement Amount exceeds the Final Cash Reimbursement Amount, Seller shall pay the difference to Buyer within five (5) Business Days after determination of the Final Cash Reimbursement Amount (B) the Final Cash Reimbursement Amount exceeds the Estimated Cash Reimbursement Amount, Buyer shall pay the difference to Seller within five (5) Business Days after determination of the Final Cash Reimbursement Amount and (C) the Estimated Cash Reimbursement Amount equals the Final Cash Reimbursement Amount, no further payment shall be required.

(b) Unredeemed Voucher Liability. No later than two (2) Business Days prior to the Closing Date, Seller shall provide Buyer with the Company’s unredeemed voucher liability report from the Scientific Games portal, which report shall set forth the amount of the Company’s total unredeemed voucher liability as of immediately prior to the Closing Date (the “Unredeemed Voucher Liability”). On the first anniversary of the Closing Date, Buyer shall provide Seller (or its designee) with a schedule setting forth the amounts paid by the Company during the first year after Closing with regard to the Unredeemed Voucher Liability. To the extent that the amount paid by Buyer on account of the Unredeemed Voucher Liability is less than the full amount of the Unredeemed Voucher Liability, Buyer shall pay such difference to Seller (or its designee).

(c) GRA Amusement Cash. Within five (5) Business Days prior to the Closing Date, GRA shall commence its regular Amusement Establishment collection cycle (the “Final Collection Cycle”). A representative of GRA shall visit the Amusement Establishments in the normal course of the Final Collection Cycle to facilitate the removal of GRA’s cash in amusement games up to and including the last day of the Final Collection Cycle (which, for the avoidance of doubt, may occur after the Closing with respect to some of the Amusement Establishments). Any cash deposited in amusement games located in an Amusement Establishment after GRA has removed its amusement cash from such Amusement Establishment during the Final Collection Cycle (whether prior to the Closing or after the Closing), shall be the property of Buyer, provided that Buyer acknowledges that all such cash shall be subject to any splits with the Amusement Establishment as set forth in the applicable Amusement Agreement.

(d) Deposit. On or prior to the date hereof, Buyer shall deposit with the Escrow Agent the Deposit, to be held by the Escrow Agent pursuant to this Agreement and the Escrow Agreement.

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Section 2.04 Transactions to be Effected at the Closing.

(a) At the Closing, Buyer shall deliver to Seller:

(i) the Estimated Closing Payment, by wire transfer of immediately available funds to the account of Seller as set forth in the Flow of Funds Schedule; and

(ii) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.

(b) At the Closing, Seller shall deliver to Buyer:

(i) An assignment separate from certificate, in the form attached hereto as Exhibit B, duly executed by Seller assigning the Membership Interests to Buyer free and clear of all Encumbrances;

(ii) a copy of the Company’s current Terminal Operator License; and

(iii) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.

(c) At the Closing, the Escrow Agent shall deliver to Seller the Deposit by wire transfer of immediately available funds to the account of Seller as set forth in the Flow of Funds Schedule.

Section 2.05 Closing. The closing of the transactions contemplated herein (the “Closing”) shall, subject to the satisfaction or waiver of the closing conditions set forth in Article VII, take place at 12:01 a.m., Chicago, Illinois time, on such date as determined by Buyer, upon three (3) Business Days’ prior notice to Seller, which shall be on September 16, 2019, but in no event later than the Drop Dead Date. The Closing shall occur by email exchange of signature pages followed and appropriate wire transfer(s) between the Parties. The time and date on which the Closing is actually held is sometimes referred to herein as the “Closing Date.” If the Closing has not been consummated on or before the Drop Dead Date, then either Party may terminate this Agreement by providing written notice to the other Party in which case this Agreement shall terminate and Buyer and Seller shall have no further obligation to complete the transaction hereunder; provided, however if the Deposit Conditions have been satisfied at the time of such termination, then the Deposit shall be forfeited by Buyer as liquidated damages and Buyer shall promptly instruct the Escrow Agent (as escrow agent of the Deposit) to deliver the Deposit to Seller. The Parties agree that, although a more precise measure of damages cannot be made, the Deposit represents a good faith and reasonable estimate of such damages.

Section 2.06 Post-Closing Adjustment of Estimated Closing Payment.

(a) In addition to the adjustments set forth in Section 2.03, following the Closing Date, the Estimated Closing Payment shall be further adjusted in accordance with this Section 2.06. Pursuant to Section 7.02(g), the Company shall deliver the Closing Financial Certificate to Buyer not later than two (2) Business Days prior to the Closing Date.

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(b) Within sixty (60) days after the Closing Date, Buyer shall deliver to Seller a schedule together with backup information detailing the actual amount of (i) Working Capital and (ii) Unpaid Company Transaction Expenses (each, an “Adjustment Component” and such report, the “Adjustment Notice”). At any time within thirty (30) days after receiving such report from Buyer, Seller may deliver a notice to Buyer disputing the amount of either or both of the Adjustment Components set forth in the Adjustment Notice. Each of Buyer and Seller agrees to cooperate in good faith to resolve any such dispute, and if, after ten (10) Business Days of good faith negotiations, the Parties are unable to resolve such dispute, then the dispute shall be finally resolved by the Auditor.

(c) The fees, costs and expenses of the Auditor in connection with this Section 2.06 shall be paid (i) by Buyer in the event the absolute value of the difference between the final Adjustment Components as determined by the Auditor pursuant to this Section 2.06 and the Adjustment Components set forth in the Adjustment Notice (such aggregate different, the “Buyer’s Difference”) is greater than the absolute value of the difference between the final Adjustment Components as determined by the Auditor pursuant to this Section 2.06 and the Adjustment Components set forth in Seller’s notice of objection delivered pursuant to Section 2.06(b) (such aggregate difference, the “Seller’s Difference”), (ii) by the Seller if the Buyer’s Difference is less than the Seller’s Difference or (iii) equally by the Buyer and Seller if the Buyer’s Difference is equal to the Seller’s Difference.

(d) The final determination of the actual Adjustment Components (the “Final Adjustment Components”) shall become final and binding on all Parties upon the earliest to occur of (i) mutual agreement by the Parties that such amount is final, (ii) the date that is one (1) day after the fifteen (15) day review period specified in Section 2.06(b) if no notice of dispute is delivered by Seller and (iii) the date on which the Auditor finally resolves in writing any disputed matters.

(e) To the extent (i) the sum of the Estimated Adjustment Components exceeds the sum of the Final Adjustment Components, Owner (or Seller at Owner’s direction) shall pay the difference to Buyer within five (5) Business Days after determination of the Final Adjustment Components, (ii) the sum of the Final Adjustment Components exceeds the sum of the Estimated Adjustment Components, Buyer shall pay the difference to Seller within five (5) Business Days after determination of the Final Adjustment Components and (iii) the sum of the Adjustment Components equals the sum of the Final Adjustment Components, no further payment shall be required.

Section 2.07 Tax Consequences. The Parties agree to treat and report Buyer’s purchase of the Membership Interests as purchasing all the assets of the Company and GRA for U.S. income tax purposes except as otherwise required by a Tax Authority in connection with a good faith resolution of a Tax audit.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER, THE COMPANY AND GRA

Except as set forth in the Disclosure Schedules, each of Seller and the Company represents and warrants to Buyer that the statements contained in this Article III are true and correct as of the date hereof and as of the Closing Date.

Section 3.01 Organization and Authority of Seller. Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Illinois. Seller has all necessary limited liability company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement and all other documents to be delivered by Seller hereunder, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 3.02 Organization, Authority and Qualification of the Company and GRA. Each of the Company and GRA is a limited liability company in good standing under the Laws of the state of Illinois and has all necessary limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted. Each of the Company and GRA is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a material effect on the Company taken as a whole. The Company possesses a valid Terminal Operator License under the Video Gaming Laws.

Section 3.03 Capitalization.

(a) Section 3.03(a) of the Disclosure Schedules accurately sets forth the outstanding Membership Interests in the Company as of the date hereof (the “Capitalization Schedule”). The Membership Interests set forth on the Capitalization Schedule represent all of the outstanding equity securities of the company and such equity securities have been duly authorized and validly issued, and are owned of record and beneficially by Seller as set forth on the Capitalization Schedule free and clear of all Encumbrances, other than those Encumbrances set forth in Section 3.03(a) of the Disclosure Schedules and at the Closing will be transferred to Buyer free and clear of all Encumbrances (other than Permitted Encumbrances). Seller represents that all of the membership interests in GRA have been duly authorized and validly issued, and are owned of record and beneficially by the Company free and clear of all Encumbrances, other than those Encumbrances set forth in Section 3.03(a) of the Disclosure Schedules.

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(b) There are no outstanding or authorized profits interests, options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Company or GRA or obligating Seller or the Company or GRA to issue or sell any equity securities of, or any other interest in, the Company or GRA. Neither GRA nor the Company has outstanding or authorized any stock appreciation, phantom equity, profit participation or similar rights. There are no voting trusts, equity holder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Membership Interests or with respect to GRA except as set forth in Section 3.03(b) of the Disclosure Schedules. None of the equity securities of the Company or GRA were issued in violation of the Securities Act, state securities laws, or any other legal requirement.

Section 3.04 No Subsidiaries. Other than GRA, the Company does not own, or have any interest in any shares or have an ownership interest in any other Person. GRA does not own, or have any interest in any shares or have an ownership interest in any other Person.

Section 3.05 No Conflicts; Consents.

(a) The execution, delivery and performance by Seller or the Company of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any provision of the articles of organization of Seller or Seller’s Operating Agreement or (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Membership Interests. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller, the Company or GRA in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except as set forth in Section 3.05(a) of the Disclosure Schedules.

(b) The execution, delivery and performance by Seller or the Company of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any provision of the articles of organization of the Company or the Company Operating Agreement; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to the Company, including, any Video Gaming Laws, or IGB regulation, rule or policy; (c) except as set forth in Section 3.05(b) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default (either with or without notice or lapse of time) under or result in the acceleration of any Material Contract or Company Closing Use Agreement or (d) result in the creation or imposition of any Encumbrance upon any of the material assets or businesses of the Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Company in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except as set forth in Section 3.05(b) of the Disclosure Schedules.

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(c) The execution, delivery and performance by Seller or the Company of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any provision of the articles of organization of GRA or the GRA Operating Agreement; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to GRA, including and Video Gaming Laws or IGB regulation, rule or policy; or (c) except as set forth in Section 3.05(c) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default (either with or without notice or lapse of time) under or result in the acceleration of any Material Contract or Amusement Agreement, or (d) result in the creation or imposition of any Encumbrance upon any of the material assets or businesses of GRA. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to GRA in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except as set forth in Section 3.05(c) of the Disclosure Schedules.

Section 3.06 Financial Statements; Internal Financial Controls. Copies of the Company’s consolidated audited financial statements consisting of the balance sheet of the Company as at December 31, 2018 and in each of the years ending December 31, 2017 and December 31, 2016 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended and notes to the financial statements (the “Audited Financial Statements”), and unaudited consolidated financial statements consisting of the consolidated balance sheet of the Company as at June 30, 2019 and the related consolidated statements of income and retained earnings, stockholders’ equity and cash flow for the six-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) have been delivered or made available to Buyer in the Data Room. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes and are correct and complete in all material respects. The Financial Statements fairly present in all material respects the financial condition of the Company, as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2018 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of June 30, 2019 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The books and records of the Company and GRA have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements (including, without limitation, GAAP) and the Financial Statements are consistent with such books and records.

Section 3.07 Undisclosed Liabilities. The Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not material in amount, either individually or in the aggregate, and do not result from a breach of contract, breach of warranty, violation of Law, infringement or other tort, (c) Company Transaction Expenses and (d) any incurred but not reported health insurance claims. All reserves that are set forth in or reflected in the Interim Financial Statements have been established in accordance with GAAP applied on a consistent basis with the accounting principles, methods and practices used in preparing the Audited Financial Statements.

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Section 3.08 Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by the Agreement or as set forth on Section 3.08 of the Disclosure Schedules, from the Interim Balance Sheet Date until the date of this Agreement, each of the Company and GRA has operated in the ordinary course of business in all material respects and there has not been, with respect to each of the Company or GRA, any:

(a) event, occurrence or development that has had a Material Adverse Effect;

(b) amendment of the Company’s articles of organization, GRA’s articles of organization, Company Operating Agreement, GRA Operating Agreement or other organizational documents of the Company or GRA;

(c) split, combination or reclassification of any shares of its equity interests;

(d) issuance, sale or other disposition of any of its equity interests, or grant of any profits interests, options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests;

(e) declaration or payment of any distributions on or in respect of any of its equity interests or redemption, purchase or acquisition of its equity interests;

(f) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements;

(g) entry into any contract that would constitute a Material Contract;

(h) incurrence, assumption or guarantee of any Indebtedness for borrowed money in an aggregate amount exceeding $500,000, except unsecured current obligations and liabilities incurred in the ordinary course of business;

(i) sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the ordinary course of business and except for any assets having an aggregate value of less than $200,000;

(j) Except as set forth in Section 3.08(j) of the Disclosure Schedules, (i) hiring, or offering to hire, any Employees or any consultants or independent contractors, (ii) termination of employment, change in the title, office or position or material reduction in the responsibilities of any Employee (provided that terminations for “cause” need not be set forth in Section 3.08(j) of the Disclosure Schedules) or (iii) amendment or extension of the term of any employment or consulting agreement with any officer or any Employee, consultant or independent contractor;

(k) increase in the compensation of its Employees, directors or consultants, other than as required by Law or the terms of any Benefit Plan;

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(l) grant, payment or increase in any (i) change in control, special bonus or special remuneration to any Employee or non-employee director, consultant or independent contractor or (ii) severance, retention or termination pay, or other similar benefits to any Employee, consultant or independent contractor outside of the ordinary course of business;

(m) action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Benefit Plan;

(n) termination of any Benefit Plan or adoption, amendment or modification of any Benefit Plan, the effect of which in the aggregate would increase the obligations of the Company and GRA of their aggregate existing annual obligations to such plans;

(o) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of $250,000;

(p) any capital expenditure in excess of $1,000,000 in the aggregate;

(q) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; or

(r) any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section 3.09 Material Contracts.

(a) Section 3.09(a) of the Disclosure Schedules lists each of the following contracts and other agreements of the Company and GRA (together with all Leases listed in Section 3.10(b) of the Disclosure Schedules, collectively, the “Material Contracts”):

(i) each agreement involving aggregate consideration in excess of $100,000 and which, in each case, cannot be canceled without penalty or without more than 90 days’ notice;

(ii) all equipment leases for Video Gaming Terminals for an amount in excess of $250,000;

(iii) all agreements that relate to the sale of any of the Company’s or GRA’s assets, other than in the ordinary course of business, for consideration in excess of $500,000;

(iv) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing, consulting and advertising agreements involving aggregate consideration in excess of $50,000;

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(v) except for agreements relating to trade receivables, all agreements relating to Indebtedness (including, without limitation, guarantees) of the Company or GRA, in each case having an outstanding principal amount in excess of $100,000;

(vi) all agreements that provide for any joint venture, partnership or similar arrangement or any sharing of revenues, profits, losses, costs or liabilities;

(vii) all separation agreement or severance agreement with any current or former employees under which the Company or GRA has any actual or potential liability;

(viii) all agreements that provide for retention, severance or change in control benefits to any Employee, consultant or independent contractor of the Company or GRA;

(ix) all agreements that require the Company or GRA to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions;

(x) all agreements (A) pursuant to which (A) any other party is granted exclusive rights or “most favored party” rights of any type or scope with respect to any products or services provided by the Company or GRA, (B) containing any non-competition covenants or other restrictions relating to any products or services provided by the Company or GRA or (C) that limit or would limit the freedom of the Company or GRA, or in each case, any of their respective successors or assigns to engage or participate, or compete with any other Person, in any line of business, market, location or geographic area, including any grants by the Company or GRA of exclusive rights or licenses;

(xi) all agreements that provide for the indemnification by Seller or the Company or GRA of any Person or the assumption of any Tax, environmental or other liability of any Person;

(xii) any mortgage, pledge, indenture or security agreement or similar arrangement constituting an Encumbrance upon the assets or properties of the Company or GRA;

(xiii) all agreements between or among the Company or GRA on the one hand and any Affiliate on the other; and

(xiv) all collective bargaining agreements or agreements with any labor organization, union or association to which the Company or GRA is a party.

(b) Each Material Contract, Company Closing Use Agreement and Amusement Agreement is valid, binding and enforceable against the Company and GRA, as applicable, together with all legally binding, written modifications, schedules or supplements thereto. Except as set forth on Section 3.09(b) of the Disclosure Schedules, neither the Company nor GRA is in breach of, or default under, any Material Contract,

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Company Closing Use Agreement or Amusement Agreement and to the Knowledge of Seller, no other Person that is party to a Material Contract, Company Closing Use Agreement or Amusement Agreement is in breach thereof or default thereunder, except for such breaches or defaults that would not be material to the Company, taken as a whole. As of the Agreement Date, to the Knowledge of Seller, no Person has threatened the Company in writing to terminate or refuse to perform its obligations under any Material Contract, Company Closing Use Agreement or Amusement Agreement to which it is a party (regardless of whether such Person has the right to do so under such contract).

(c) True and correct copies of all Company Closing Use Agreements, Material Contracts and Amusement Agreements existing as of the date hereof have been made available to Buyer in the Data Room. The copy of each Company Closing Use Agreement, Material Contract and Amusement Agreement is a true and complete copy of the document it purports to represent and reflects all amendments thereto made through the date of this Agreement. Prior to the date hereof, neither the Company, nor anyone acting on behalf of the Company, has sold, transferred or assigned any of the Company Closing Use Agreements or Amusement Agreements, in whole or in part, to any third party. Seller makes no representations regarding the ability of any Gaming Establishment subject to any Company Closing Use Agreement to obtain, maintain or renew a gaming license.

(d) All potential Regional Manager Incentive Payments that may be payable during the One-Year Measurement Period and Three-Year Measurement Period are set forth on Section 1.01(d) of the Disclosure Schedules. All potential Route Location Payments that may be payable during the One-Year Measurement Period and Three-Year Measurement Period is set forth on Section 1.01(e) of the Disclosure Schedules. All potential Sales Agent Payments that may be payable during the One-Year Measurement Period and Three-Year Measurement Period is set forth on Section 1.01(f) of the Disclosure Schedules.

Section 3.10 Title to and Sufficiency of Assets; Real Property.

(a) The Company or GRA have good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the Balance Sheet Date. All such properties and assets (including leasehold interests) are in good working condition (subject to ordinary wear and tear), sufficient for the conduct of the business of the Company and GRA and free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

(i) those items set forth in Section 3.10(a) of the Disclosure Schedules;

(ii) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures;

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(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company or GRA;

(iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property;

(v) payment obligations pursuant to the Video Gaming Laws; or

(vi) other imperfections of title or Encumbrances, if any, that, individually or in the aggregate, do not and would not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise materially impair business operations as presently conducted and are not incurred in connection with the borrowing of money.

(b) Section 3.10(b) of the Disclosure Schedules lists: (i) the street address of each parcel of owned Real Property; and (ii) the street address of each parcel of leased Real Property, and a list, as of the date of this Agreement, of all leases for each parcel of leased Real Property (collectively, “Leases”), including the identification of the lessee and lessor thereunder.

Section 3.11 Intellectual Property.

(a) “Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (i) trademarks and service marks, including all applications and registrations and the goodwill connected with the use of and symbolized by the foregoing; (ii) copyrights (registered or unregistered), including all applications and registrations related to the foregoing; (iii) trade secrets and confidential know-how; (iv) patents and patent applications; (v) internet domain name registrations; and (vi) other intellectual property and related proprietary rights, interests and protections.

(b) Section 3.11(b) of the Disclosure Schedules lists all patents, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration and internet domain name registrations owned by the Company or GRA. Except as set forth in Section 3.11(b) of the Disclosure Schedules, or as would not have a Material Adverse Effect, the Company or GRA owns or has the right to use all Intellectual Property necessary to conduct the business as currently conducted (the “Company Intellectual Property”).

(c) Except as set forth in Section 3.11(c) of the Disclosure Schedules, or as would not be material to the Company, taken as a whole: (i) the Company Intellectual Property as currently licensed or used by the Company or GRA, and the Company’s and GRA’s conduct of its business as currently conducted, do not infringe, misappropriate or otherwise violate the Intellectual Property of any Person; and (ii) no Person is infringing, misappropriating or otherwise violating any Company Intellectual Property. This Section 3.11(c) constitutes the sole representation and warranty of Seller under this Agreement with respect to any actual or alleged infringement, misappropriation or other violation by Seller and the Company of the Intellectual Property of any other Person.

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Section 3.12 Insurance. Section 3.12 of the Disclosure Schedules sets forth a true, correct and complete list, as of the date hereof, of all material insurance policies maintained by the Company or GRA or with respect to which the Company or GRA is a named insured or otherwise the beneficiary of coverage (collectively, the “Insurance Policies”). Such Insurance Policies are in full force and effect on the date of this Agreement and all premiums due on such Insurance Policies have been paid and no notice of cancellation or termination has been received by the Company or GRA. The Company and GRA are not in default with respect to their obligations under the policies applicable to them. Except as set forth on Section 3.12 of the Disclosure Schedules, there is no claim by the Company or GRA pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies.

Section 3.13 Legal Proceedings; Governmental Orders.

(a) Except as set forth in Section 3.13(a) of the Disclosure Schedules, there are no actions, suits, claims, audits, investigations, mediations, arbitrations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by the Company or GRA affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company or GRA) or any of its managers, directors, officers or employees (in their capacities as such or relating to their employment, services or relationship with the Company or GRA).

(b) Except as set forth in Section 3.13(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or GRA or any of its properties or assets.

Section 3.14 Compliance with Laws; Permits.

(a) Except as set forth in Section 3.14(a) of the Disclosure Schedules, each of the Company and GRA is in compliance, in each case in all material respects, with all Laws applicable to it or its business, properties or assets. Since January 1, 2018, neither the Company nor GRA has received any written notices of any actual noncompliance with any Law.

(b) All material Permits required for each of the Company and GRA to conduct its business have been obtained by it and are valid and in full force and effect, and neither the Company nor GRA is in material violation of any such Permit. Neither the Company nor GRA has received any written notice of any actual or potential material noncompliance with any material Permit.

Section 3.15 Anti-Corruption Laws. Each of the Company and GRA has at all times been, and is currently, in material compliance with all applicable Anti-Corruption Laws. None of the Company, GRA, or any of their respective Representatives (to the extent acting on their behalf) has, directly or indirectly (i) used any funds for unlawful contributions, gifts, services of value, entertainment or other unlawful expenses; made, offered, authorized, or promised to make

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any unlawful payment or provided, offered, authorized, or promised to provide anything of value to any Person including but not limited to any Governmental Official, or made, or promised to make any contribution, bribe, rebate, gift, payoff, influence payment, kickback or other similar unlawful payment or other advantage, or taken any action which would cause it to be in violation of any Anti-Corruption Laws, (ii) requested or agreed to receive or accepted any unlawful contributions, gifts, services of value, advantage, entertainment or other unlawful expenses, contribution, bribe, rebate, gift, payoff, influence payment, kickback or other similar unlawful payment, or similar incentive which would cause it to be in violation of any Anti-Corruption Laws, (iii) offered, made, promised to make, or authorized the making of any gift or payment of money or anything of value either directly or indirectly to any Person, or to Governmental Official, or to any Person acting in an official capacity for or on behalf of any such Governmental Authority, for purposes of (A) influencing any act or decision of any Person, or such Governmental Official in his or her official capacity, (B) inducing any Person or such Governmental Official to do or omit to do any act in violation of the lawful duty of such Person or Governmental Official or (C) inducing such Person or Governmental Official to use his or her influence improperly including with a Governmental Authority to affect or influence any act or decision of such Governmental Authority in order to obtain, retain or direct or assist in obtaining, retaining or directing business to the Company. There are no pending or, to Seller’s Knowledge, threatened actions, suits, legal proceedings, audits or investigations against, or settlements involving, the Company or GRA or its or their respective Representatives acting on their behalf with respect to any Anti-Corruption Laws.

Section 3.16 Employee Benefit Matters.

(a) Section 3.16(a) of the Disclosure Schedules contains a list of all “employee benefit plans” within the meaning of Section 3(3) of ERISA and each material benefit, retirement, employment, consulting, compensation, incentive, bonus, stock option, restricted stock, stock appreciation right, profits interest, phantom equity, change in control, severance, vacation, paid time off, welfare and fringe-benefit agreement, plan, policy and program, whether or not reduced to writing, in effect and covering one or more Employees, former employees of the Company or GRA, current or former directors or managers of the Company or GRA or the beneficiaries or dependents of any such Persons, and is maintained, sponsored, contributed to, or required to be contributed to by the Company, GRA or any of their ERISA Affiliates, or under which the Company, GRA or any of their respective ERISA Affiliates has any material liability for premiums or benefits (as listed on Section 3.16(a) of the Disclosure Schedules, each, a “Benefit Plan”).

(b) Except as set forth in Section 3.16(b) of the Disclosure Schedules, each Benefit Plan and related trust complies with all applicable Laws (including ERISA and the Code). Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) has received a favorable determination letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and, to Seller’s Knowledge, nothing has occurred that could reasonably be expected to cause the revocation of such determination letter from the Internal Revenue

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Service or the unavailability of reliance on such opinion letter from the Internal Revenue Service. Except as set forth in Section 3.16(b) of the Disclosure Schedules, all benefits, contributions and premiums required by and due under the terms of each Benefit Plan or applicable Law have been timely paid in accordance with the terms of such Benefit Plan, the terms of all applicable Laws and GAAP. With respect to any Benefit Plan, no event has occurred or is reasonably expected to occur that has resulted in or would subject the Company or GRA to a Tax under Section 4971 of the Code or the assets of the Company to a lien under Section 430(k) of the Code.

(c) Except as set forth in Section 3.16(c) of the Disclosure Schedules, no Benefit Plan: (i) is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code; or (ii) is a “multi-employer plan” (as defined in Section 3(37) of ERISA). None of Seller, the Company or GRA: (x) has withdrawn from any pension plan under circumstances resulting (or expected to result) in a liability to the Pension Benefit Guaranty Corporation; or (y) has engaged in any transaction which would give rise to a liability of the Company, GRA or Buyer under Section 4069 or Section 4212(c) of ERISA.

(d) Except as set forth in Section 3.16(d) of the Disclosure Schedules and other than as required under Section 4980B of the Code or other applicable Law, no Benefit Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment (other than death benefits when termination occurs upon death).

(e) Except as set forth in Section 3.16(e) of the Disclosure Schedules, (i) there is no pending or, to Seller’s Knowledge, threatened action relating to a Benefit Plan; and (ii) no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority.

(f) Each “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) to which the Company or GRA is a party complies with the requirements of paragraphs (2), (3) and (4) of Section 409A(a) by its terms and has been operated in accordance with such requirements. No event has occurred that would be treated by Section 409A(b) as a transfer of property for purposes of Section 83 of the Code. The Company and GRA are under no obligation to gross up any Taxes under Section 409A of the Code.

(g) Except as set forth in Section 3.16(g) of the Disclosure Schedules, none of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated herein, individually or together or with the occurrence of some other event (whether contingent or otherwise) will (A) result in any payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due or payable, or required to be provided to any Employee, director, independent contractor or consultant, (B) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to Employee, director, independent contractor or consultant, (C) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (D) result in the forgiveness in whole or in part of any outstanding loans made by the Company or GRA

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to any Employee, director, independent contractor or consultant or (E) limit the Company’s or GRA’s ability to terminate any Benefit Plan. No amount paid or payable by the Company or GRA in connection with the transactions contemplated herein, whether alone or in combination with another event, will be an “excess parachute payment” within the meaning of Section 280G of the Code or Section 4999 of the Code or will not be deductible by the Company or GRA by reason of Section 280G of the Code. Neither the Company nor GRA has ever had any obligation to report, withhold or gross up any excise Taxes under Section 280G or Section 4999 of the Code.

Section 3.17 Employment Matters.

(a) Neither the Company nor GRA is a party to, or bound by, any collective bargaining or other agreement with a labor organization representing any of its Employees. Since January 1, 2017, there has not been, nor, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting the Company or GRA.

(b) Each of the Company and GRA is in material compliance with all applicable Laws pertaining to employment and employment practices (including terms and conditions of employment, employee benefits, worker classification (including the proper classification of workers as independent contractors and consultants, and the proper classification of employees as exempt or non-exempt), wages, hours and occupational safety and health practices) to the extent they relate to employees of the Company or GRA. Except as set forth in Section 3.17(b) of the Disclosure Schedules, there are no actions, suits, claims, investigations or other legal proceedings against the Company or GRA pending or, to Seller’s Knowledge threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former employee of the Company or GRA, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable Laws.

(c) Except as set forth in Section 3.17(c) of the Disclosure Schedules, since January 1, 2017, there has not been, nor, to Seller’s Knowledge, has there been any, action, suit, legal proceeding, audit or investigation against any employee of the Company or GRA with respect to allegations of sexual harassment or sexual misconduct, and to Seller’s Knowledge, since January 1, 2017, there have been no reported internal or external complaints accusing any supervisory or managerial employee of the Company or GRA of sexual harassment or sexual misconduct and no employee of the Company or GRA has entered into a contract for the settlement of any action, suit, legal proceeding, audit or investigation with respect to sexual harassment or sexual misconduct.

Section 3.18 Taxes. Except as set forth in Section 3.18 of the Disclosure Schedules:

(a) Each of the Company and GRA has filed (taking into account any valid extensions) all income and other material Tax Returns required to be filed by the Company or GRA. Such Tax Returns are true, complete and correct in all material respects. Neither the Company nor GRA is currently the beneficiary of any extension of time within which to file any material Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business. Each of the Company and GRA has timely paid all Taxes (whether or not shown as due and payable on such Tax Returns).

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(b) No extensions or waivers of statutes of limitations have been given or requested with respect to any material Taxes of the Company or GRA.

(c) No audit or administrative or judicial Tax examination or proceeding is pending or is being conducted with respect to each of the Company and GRA. Each of the Company and GRA has not received any written communication from any taxing authority which has caused or should reasonably cause it to believe that an audit is forthcoming. No deficiency with respect to Taxes has been proposed, asserted, or assessed against each of the Company and GRA, which has not been fully paid.

(d) Neither the Company nor GRA is a party to any Tax-sharing agreement. Neither the Company nor GRA has any liability for Taxes of any other Person as a transferee or successor, by contract or otherwise.

(e) All material Taxes which the Company or GRA is obligated to withhold from amounts owing to any employee, independent contractor, stockholder, partner, creditor or third party have been paid or accrued. All Taxes which the Company or GRA is obligated to withhold under Code Section 1446 have been paid or accrued.

(f) Each of the Company and GRA has not received notice of any claim by any taxing authority in any other jurisdiction that the Company or GRA is or may be subject to taxation by that jurisdiction.

(g) The Company has been treated as a partnership (and not treated as a publicly-traded partnership) for U.S. federal income tax purposes at all times since its formation and shall be treated as a partnership for the period from the date of this Agreement to date the GE Person Buy-Out shall have been consummated. GRA has been treated as an entity disregarded from its sole owner for U.S. federal income tax purposes at all times since its formation.

(h) As of the Closing, the gross value of the Company’s assets consisting of United States real property interests (within the meaning of Section 897(c)(1) of the Code) constitute less than fifty percent (50%) of the gross value of the sum of the Company and GRA’s total business assets and interests in real property.

(i) Each of the Company and GRA will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date including as a result of any (i) change in method of accounting or improper accounting method for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state or local law) executed on or prior to the Closing Date, (iii) Tax incurred pursuant to Section 965 of the Code (or any

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corresponding or similar provision of state, local, or foreign Tax law), (iv) installment sale or open transaction disposition transaction made on or prior to the Closing Date, (v) prepaid amount received on or prior to the Closing Date, (vi) election under Section 108(i) of the Code or (vii) any similar election, action, or agreement that would have the effect of deferring any liability for Taxes of the Company from any period ending on or before the Closing Date to any period ending after such date.

(j) Neither the Company nor GRA has participated or engaged in any “reportable transaction” within the meaning of Section 6707A(c) of the Code and Treasury Regulations Section 1.6011-4 or any corresponding or similar provision of state, local or non-U.S. law.

(k) Except for certain representations related to Taxes in Section 3.14, the representations and warranties set forth in this Section 3.18 are Seller’s sole and exclusive representations and warranties regarding Tax matters.

Section 3.19 Environmental, Health and Safety Matters. Except as set forth on Section 3.19(a) of the Disclosure Schedules, each of the Company and GRA currently is, and at all times has been, in compliance in all material respects with all applicable Environmental, Health and Safety Requirements in connection with the ownership, use, maintenance or operation of its business or assets or properties. Seller has made available to Buyer a copy of all studies, audits, assessments or investigations containing material information concerning compliance with, or liability or obligations under, Environmental, Health and Safety Requirements affecting the Company and GRA, each of which is identified in Section 3.19(b) of the Disclosure Schedules. There are no actions, suits, legal proceedings, audits or investigations pending or, to the Seller’s Knowledge, threatened by any Person that the properties or assets of the Company and GRA are not, or in each case that its or their respective business has not been conducted, in compliance with all Environmental, Health and Safety Requirements. To Seller’s Knowledge, there are no past or present facts, circumstances or conditions that would reasonably be expected to give rise to any material liability of the Company or GRA with respect to Environmental, Health and Safety Requirements.

Section 3.20 Licensing Issues.

(a) Since the date that the Company received its license to conduct its business from the State of Illinois, none the Company or its officers, directors or members, as applicable, or Seller have committed a crime or been involved in a civil lawsuit which if convicted or found liable could result in the loss of any material license of the Company.

(b) Since the date that the Company received its license to conduct its business from the State of Illinois, the revenue reports filed with the IGB have accurately and fairly represented the Company’s revenues for the periods covered therein and were prepared based on the books and records of the Company.

Section 3.21 Brokers. Except for Fifth Third Securities, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company, GRA or Seller.

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Section 3.22 Interested Party Transactions. Except for any transactions entered into in the ordinary course of business on arms-length terms, no officer, director, employee, or other Affiliate of the Company or GRA (nor, to Seller’s Knowledge, any immediate family member of any of such Persons or any trust, partnership, corporation, or other entity in which any of such Persons has or has had an interest) (each, an “Interested Party”), has or has had, directly or indirectly, (a) any interest in any Person that purchases from or sells or furnishes to the Company or GRA, any goods or services or (b) any interest in, or is a party to, any contract to which the Company or GRA is a party, other than ordinary course Benefit Plans which have been made available to Buyer; provided, however, that ownership of no more than one percent (1%) of the outstanding voting stock of a publicly traded corporation shall not be deemed to be an “interest in any Person” for purposes of this Section 3.22. All transactions pursuant to which any Interested Party has purchased any services, products, technology or Intellectual Property from, or sold or furnished any Intellectual Property to, the Company or GRA have been on an arms-length basis on terms no less favorable to the Company or GRA than would be available from an unaffiliated party.

Section 3.23 GE Person Buy-Out. Seller has provided to Buyer true and correct copies of all definitive agreements effecting the GE Person Buy-Out. Such definitive agreements set forth (a) the amounts required to effect the GE Person Buy-Out in full on the Closing Date, (b) upon payment of such amounts, (i) a release of the Company and (ii) a confirmation that no ongoing obligations will be outstanding from and after the Closing. Such agreements accurately reflect the complete agreement between parties thereto and there are no other agreements, arrangements, side-letters or contracts relating to the GE Person Buy-Out.

Section 3.24 No Other Representations and Warranties. Except for the representations and warranties contained in this Article III (including the related portions of the Disclosure Schedules), none of Seller, the Company, GRA or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller, the Company or GRA (including the Confidential Information Memorandum prepared by Fifth Third Securities dated June 2019 (the “CIM”) and any management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of the Company or GRA. Notwithstanding the foregoing, nothing in this Section 3.24 shall limit any Buyer Indemnitee’s rights or remedies in the case of fraud, intentional misrepresentation or willful misconduct by or on behalf of the Company or Seller.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF OWNER

Except as set forth in the Disclosure Schedules, Owner represents and warrants to Buyer that the statements contained in this Article IV are true and correct as of the date hereof and as of the Closing Date.

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Section 4.01 Organization and Authority of Owner. Owner is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Iowa. Owner has all necessary limited liability company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Owner of this Agreement and all other documents to be delivered by Owner hereunder, the performance by Owner of its obligations hereunder and the consummation by Owner of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of Owner. This Agreement has been duly executed and delivered by Owner, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Owner, enforceable against Owner in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 4.02 No Conflicts; Consents. The execution, delivery and performance by Owner of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any provision of the articles of organization of Owner or Owner’s operating agreement or other organizational document or (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Owner. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Owner in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except as set forth in Section 4.02 of the Disclosure Schedules.

Section 4.03 Owner Financial Statements. Copies of Owner’s consolidated audited financial statements consisting of the balance sheet of the Company as at December 31, 2018 and in each of the years ending December 31, 2017 and December 31, 2016 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended and notes to the financial statements (the “Owner Audited Financial Statements”), and unaudited consolidated financial statements consisting of the consolidated balance sheet of the Company as at June 30, 2019 and the related consolidated statements of income and retained earnings, stockholders’ equity and cash flow for the six-month period then ended (the “Owner Interim Financial Statements” and together with the Owner Audited Financial Statements, the “Owner Financial Statements”) have been delivered or made available to Buyer in the Data Room. The Owner Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes and are correct and complete in all material respects. The Owner Financial Statements fairly present in all material respects the financial condition of Owner, as of the respective dates they were prepared and the results of the operations and cash flows of Owner for the periods indicated. The books and records of Owner have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements (including, without limitation, GAAP) and the Owner Financial Statements are consistent with such books and records.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that the statements contained in this Article V are true and correct as of the date hereof and as of the Closing Date.

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Section 5.01 Organization and Authority of Buyer. Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Illinois. Buyer has all necessary company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement and all other documents to be delivered by Buyer hereunder, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 5.02 No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any provision of the articles of organization or operating agreement of Buyer or (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer, except in the case of clause (b), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.

Section 5.03 Investment Purpose. Buyer is acquiring the Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Membership Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Buyer is able to bear the economic risk of holding the Membership Interests for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

Section 5.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

Section 5.05 Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

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Section 5.06 Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company and GRA, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Seller, the Company and GRA for such purpose. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller, the Company and GRA set forth in Article III f this Agreement (including the related portions of the Disclosure Schedules); and (b) none of Seller, the Company, GRA or any other Person has made any representation or warranty as to Seller, the Company, GRA or this Agreement, except as expressly set forth in Article III of this Agreement (including the related portions of the Disclosure Schedules); provided, that nothing in this Section 5.06 shall limit any Buyer Indemnitee’s rights or remedies in the case of fraud, intentional misrepresentation or willful misconduct by or on behalf of Seller, the Company or GRA.

ARTICLE VI

COVENANTS

Section 6.01 Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause each of the Company and GRA to: (a) conduct the business of the Company and GRA in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and GRA and to preserve the rights, franchises, goodwill and relationships of their Employees, customers, lenders, suppliers, regulators and others having business relationships with the Company or GRA. From the date hereof until the Closing Date, except as consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall not cause or permit the Company or GRA to take any action that would cause any of the changes, events or conditions described in Section 3.08 or that would otherwise result in a failure of conditions set forth in Section 7.02(a) to be satisfied as of the Closing Date.

Section 6.02 Due Diligence.

(a) Phase 1 Diligence Period. Beginning on the date hereof and continuing until the date that is the earlier of: (i) August 30, 2019 at 5:00 p.m. CST or (ii) either Buyer or its Affiliate makes a public announcement regarding its entry into this Agreement (the “Phase 1 Due Diligence Period”), Buyer shall be provided access to (“Buyer’s Phase 1 Due Diligence”):

(i) All Material Contracts other than the Use Agreements and the Amusement Agreements.

(ii) The Use Agreement Summary.

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(iii) Inspection of the Real Property provided that Buyer shall request any on-site inspections of Real Property at least three days in advance and any such inspections shall be done after business hours as scheduled by Seller.

(iv) Seller’s key management personnel for interview, including [***], [***], [***], [***], [***], [***], [***] and each Company regional manager; provided that Buyer shall send all interview requests to Gary Hoyer and all interviews shall be conducted in the presence of Gary Hoyer (or his designee) and any follow up questions shall be scheduled through Gary Hoyer.

(v) All employee records and files, including the Company’s and GRA’s employee benefits programs, employee compensation, salary, and bonus records, agreements, and documentation related thereto.

(vi) All Financial Statements and Tax Returns of the Company and GRA.

In connection with Buyer’s Phase 1 Due Diligence, Seller agrees to reasonably cooperate with Buyer, and Buyer’s consultants, surveyors, engineers, accountants and attorneys in conducting Buyer’s Phase 1 Due Diligence, including providing reasonable access to all relevant documents, reports, contracts Financial Statements, Tax Returns, and to the Real Property.

Prior to the expiration of the Phase 1 Due Diligence Period, Buyer shall have the right and option to terminate this Agreement without penalty (by written notice to Buyer), and the Deposit shall be returned to Buyer in full (the “Buyer’s Phase 1 Termination Right”). If Buyer does not exercise Buyer’s Phase 1 Termination Right as provided in this Section 6.02(a), then Buyer’s Phase 1 Termination Right shall expire, terminate and shall be deemed null and void and the Deposit shall become non-refundable except to the extent set forth herein.

(b) Phase 2 Diligence Period. Beginning on the date of the expiration of the Phase 1 Due Diligence Period and continuing until September 16, 2019 at 5:00PM CST (the “Phase 2 Due Diligence Period”), in addition to all of the Buyer’s Phase 1 Due Diligence items, Buyer shall be provided access to (“Buyer’s Phase 2 Due Diligence”):

(i) All of the Company’s Use Agreements and Amusement Agreements (unredacted);

(ii) All employees of the Company; and

(iii) Site visits to select Gaming Establishments on at least three day notice, during regular business hours, with a representative of the Company present.

In connection with Buyer’s Phase 2 Due Diligence, Seller agrees to reasonably cooperate with Buyer, and Buyer’s consultants, surveyors, engineers, accountants and attorneys in conducting Buyer’s Phase 2 Due Diligence.

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Notwithstanding anything to the contrary in this Agreement, none of Seller, the Company or GRA shall be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (x) jeopardize any attorney-client or other privilege; or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company and Buyer shall have no right to perform invasive or subsurface investigations of the Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.

Section 6.03 Resignations. Seller shall deliver to Buyer written resignations, effective as of the Closing Date, of the officers and Managers of the Company and GRA.

Section 6.04 Employees; Benefit Plans.

(a) During the period commencing at the Closing and ending on the date which is 12 months from the Closing (or if earlier, the date of the employee’s termination of employment with the Company), Buyer shall and shall cause each of the Company and GRA to provide each Employee who remains employed immediately after the Closing (“Company Continuing Employee”) with: (i) base salary or hourly wages which are no less than the base salary or hourly wages; (ii) target bonus opportunities (excluding equity-based compensation), if any; (iii) defined contribution, retirement and welfare benefits; and (iv) severance benefits that are no less favorable in the aggregate than the practice, plan or policy described in clauses (i) through (iii) above in effect for such Company Continuing Employee immediately prior to the Closing.

(b) With respect to any employee benefit plan maintained by Buyer or GRA (collectively, “Buyer Benefit Plans”) in which any Company Continuing Employees will participate effective as of the Closing, Buyer shall use commercially reasonable efforts to recognize all service of the Company Continuing Employees with the Company or GRA, as the case may be as if such service were with Buyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits or (y) such service was not recognized under the corresponding Benefit Plan.

(c) This Section 6.04 shall be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 6.04, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.04. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties acknowledge and agree that the terms set forth in this Section 6.04 shall not create any right in any Employee or any other Person to any continued employment with the Company, GRA, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

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Section 6.05 Plant Closings and Mass Layoffs. Buyer shall not take any action, and shall not cause the Company and GRA to take any action, following the Closing that could result in WARN Act liability to Seller or Owner.

Section 6.06 Director and Officer Indemnification and Insurance. Owner maintains a comprehensive director and officer insurance policy that covers the officers and directors of its subsidiaries, including the Company and GRA. Owner agrees to maintain such coverage with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement) with respect to GRA and the Company for a period of six (6) years.

Section 6.07 Confidentiality; Public Announcements.

(a) The Parties acknowledge and agree that the Confidentiality Agreement (as amended) remains in full force and effect and, in addition, covenants and agrees to keep confidential, in accordance with the provisions of the Confidentiality Agreement, information provided to Buyer pursuant to this Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement and the provisions of this Section 6.07 shall nonetheless continue in full force and effect. The Parties further agree that at no time shall any Party or any of their representatives disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the Party about which such non-public information relates. Notwithstanding anything to the contrary contained in the foregoing or the Confidentiality Agreement, a Party shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Authority or administrative agency to the extent necessary in compliance with applicable Law and the rules of the New York Stock Exchange.

(b) Neither Seller nor, prior to the Closing, the Company shall issue any press release or other public communications relating to the terms of this Agreement or use Buyer’s name or refer to Buyer directly or indirectly in connection with Buyer’s relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Buyer, unless required by applicable Law and except as reasonably necessary for the Company and Seller to obtain the consents and approvals of third parties as contemplated by this Agreement.

Section 6.08 Governmental Approvals and Other Third-party Consents.

(a) Each Party shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each Party shall cooperate fully with the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals.

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(b) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, it is expressly understood and agreed that neither Party shall have any obligation to litigate any action, suit, claim, mediation, arbitration or other legal proceeding that may be brought in connection with the transactions contemplated by this Agreement, and neither Party shall be required to agree to any license, sale or other disposition or holding separate (through the establishment of a trust or otherwise), of shares of capital stock or of any business, assets or property of either Party or any of the Parties’ respective Affiliates, or the imposition of any limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock or any actions that are not conditioned on the occurrence of the Closing.

(c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of Seller or the Company before any Governmental Authority or the staff or regulators of any Governmental Authority, solely in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller, the Company or GRA with Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party in advance of any filing, submission or attendance, it being the intent that the Parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party shall give notice to the other Party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. For the avoidance of doubt, the Parties agree that none of the foregoing obligations shall apply to the preparation by Buyer of any filings with the U.S. Securities and Exchange Commission or the New York Stock Exchange.

(d) Seller and Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.05 and Section 5.02 of the Disclosure Schedules.

Section 6.09 Books and Records.

(a) In order to facilitate the resolution of any claims made against or incurred by Seller prior to the Closing, or for any other reasonable purpose, for a period of five (5) years after the Closing, Buyer shall:

(i) retain the books and records (including personnel files) of the Company relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company; and

(ii) upon reasonable notice, afford the Representatives of Seller reasonable access (including the right to make, at Seller’s expense, photocopies), during normal business hours, to such books and records.

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(b) In order to facilitate the resolution of any claims made by or against or incurred by Buyer or the Company after the Closing, or for any other reasonable purpose, for a period of five (5) years following the Closing, Seller shall:

(i) retain the books and records (including personnel files) of Seller which relate to each of the Company and GRA and each of its operations for periods prior to the Closing; and

(ii) upon reasonable notice, afford the Representatives of Buyer or the Company reasonable access (including the right to make, at Buyer’s expense, photocopies), during normal business hours, to such books and records.

(c) Neither Buyer nor Seller shall be obligated to provide the other Party with access to any books or records (including personnel files) pursuant to this Section 6.09 where such access would violate any Law.

Section 6.10 Closing Conditions. From the date hereof until the Closing, each Party shall, and Seller shall cause each of the Company and GRA to, use commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article VII hereof.

Section 6.11 Further Assurances. Following the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Section 6.12 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, property, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary). Notwithstanding the foregoing, all transfer, documentary, sales, use, stamp, registration, property, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the GE Person Buy-Out shall be borne and paid by Seller when due and Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees.

Section 6.13 Tax Matters.

(a) Tax Liabilities.

(i) Seller shall be liable for any Taxes imposed on the Company or GRA, or for which the Company or GRA may otherwise be liable, for any Pre-Closing Tax Period (including any taxes related to the Section 754 election in Section 6.18). Buyer shall be liable for any Taxes imposed on the Company or GRA, or for which the Company or GRA may otherwise be liable, for any Post-Closing Tax Period.

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(ii) For purposes of Section 6.13, the Taxes of the Company or GRA for the portion of the Straddle Period ending on and including the Closing Date shall, (x) in the case of Taxes based on or measured by income or sales or receipts of the Company or GRA for the Straddle Period, be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of business on the day immediately following the Closing Date and all sales or receipts and all items of income, gain, deduction, loss or credit of the Company or GRA for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company and GRA were closed at the close of the Closing Date, and, (y) in the case of all other Taxes (including property Taxes), shall be apportioned between such two taxable years or periods on a daily basis.

(iii) Buyer and Seller agree that Seller shall be entitled to claim any deductions for income tax purposes resulting from the following payments or write-offs in connection with the sale of the Membership Interests pursuant to this Agreement (x) the payoff of Indebtedness and the write off of costs and expenses incurred in connection with Indebtedness and (y) any Unpaid Company Transaction Expenses unless otherwise required by applicable Law.

(b) Tax Returns.

(i) Seller shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company or GRA for Pre-Closing Tax Periods (excluding any Straddle Periods), and Seller shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Except as otherwise required by law, all such Tax Returns shall be prepared and filed in a manner materially consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to Post-Closing Tax Periods or accelerating deductions to Pre-Closing Tax Periods).

(ii) Buyer shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns for all Straddle Periods and Post-Closing Tax Periods that are required to be filed by or with respect to the Company or GRA, and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Except as otherwise required by applicable Law (determined in good faith by Buyer), all such Tax Returns shall be prepared and filed in a manner materially consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods.

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(iii) The respective payer shall, at its own expense, timely file all necessary Tax Returns and other documentation with respect to all transfer taxes, and, if required by applicable Law, the other party shall, and shall cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

(c) Contest Provisions.

(i) Buyer shall notify Seller within twenty (20) Business Days after receipt by Buyer, any of its Affiliates or, after the Closing Date, the Company or GRA of written notice of any pending or threatened Tax audits or assessments relating to any Pre-Closing Tax Period.

(ii) Seller shall have the sole right to represent the Company’s and GRA’s interests in any Tax audit or administrative or court proceeding relating to a Tax liability (a “Tax Determination”) regarding any Tax Return related to a tax period that ends on or prior to the Closing Date, and to employ counsel of Seller’s choice at Seller’s expense, unless Seller notifies Buyer in writing of Seller’s intention not to represent the Company or GRA in any such Tax Determination; provided, however, that (A) Seller (“controlling party”) shall keep the Buyer, the Company and GRA (“noncontrolling party”) reasonably informed and consult in good faith with the non-controlling party with respect to any issue relating to such Tax Determination, (B) the controlling party shall provide the non-controlling party with copies of all correspondence, notices and other written material received from any Governmental Authority with respect to such Tax Determination, (C) the controlling party shall provide the non-controlling party with a copy of, and an opportunity to review and comment on, all submissions made to a Governmental Authority in connection with such Tax Determination and (D) the controlling party may not agree to an abandonment, settlement or compromise thereof without the prior written consent of the noncontrolling party, which consent shall not be unreasonably withheld, conditioned or delayed.

(iii) Buyer, on behalf of the Company and GRA, at its own respective expense, shall have the right to exercise control at any time over the handling, disposition or settlement of any issue raised in any such Tax Determination regarding any Straddle Period.

(iv) Buyer shall have the sole right to represent the Company’s and GRA’s interests in any Tax Determination if Seller declines or fails to notify Buyer within twenty (20) business days of its election to exercise such rights pursuant to Section 6.13(c)(ii) and to employ counsel of Buyer’s choice at Buyer’s expense. For any taxable year or period beginning after the Closing Date, Buyer shall have the sole right to defend the Company and GRA with respect to any issue, and settle or compromise any issue, arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue.

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(v) Nothing herein shall be construed to impose on Buyer any obligation to defend the Company or GRA in any Tax audit or administrative or court proceeding. Any proceeding with respect to which Seller does not assume control in accordance with Section 6.13(c)(ii) may be settled or compromised in the discretion of Buyer, and any such settlement or compromise shall not affect Buyer’s right to indemnification under this Agreement.

(d) Assistance and Cooperation; Intent of the Parties.

(i) After the Closing Date, each of Seller and Buyer shall (and shall cause their respective Affiliates to):

(A) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports;

(B) assist the other Party in preparing any Tax Returns which such other Party is responsible for preparing and filing in accordance with Section 6.13, and in connection therewith, provide the other Party with any necessary powers of attorney;

(C) cooperate fully in preparing for and defending any Tax Determination;

(D) make available to the other and to any Tax Authority as reasonably requested all information, records, and documents relating to Taxes of the Company or GRA; and

(E) furnish the other with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any such taxable period.

(ii) Notwithstanding anything in this Agreement to the contrary, on or prior to Closing, the Seller shall make available to the Buyer one or more properly executed affidavits, in form and substance reasonably acceptable to Buyer, certifying that the transactions contemplated hereby are not subject to withholding under Sections 1445 and 1446(f) of the Code; provided that the Buyer’s only remedy for the failure to make such affidavits available shall be to withhold from payments to be made pursuant to this Agreement any Tax required to be withheld under Sections 1445 and 1446(f) of the Code.

(iii) The Parties intend for the Company to terminate as a partnership as of the date the GE Person Buy-out is consummated pursuant to Section 708(b)(1) of the Code.

(e) Purchase Price Allocation. The allocation of the Purchase Price among the assets of the Company and GRA in accordance with Section 1060 of the Code (the “Allocation”) will be determined in accordance with the methodology set forth on Section 6.13(e) of the Disclosure Schedules. Each of Buyer and Seller agree to file IRS form 8594 and all Tax Returns in accordance with such schedule and methodology. Seller and Buyer shall act reasonably and in good faith with respect to the Allocation, including any amendments to the Allocation to reflect any adjustments to the Purchase Price under this Agreement.

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Section 6.14 Representation and Warranty Insurance. Buyer shall (a) obtain the R&W Insurance Policy as promptly as practicable after the date of this Agreement (subject to the reasonable approval of Seller) and to bind such policy as of the Closing and (b) pay all costs and expenses required to ensure that the R&W Insurance Policy is effective as of Closing. Following the Closing, Buyer shall (i) satisfy on a timely basis all conditions necessary for the issuance of or continuance of coverage under the R&W Insurance Policy as set forth in the R&W Insurance Policy, (ii) use all efforts to seek coverage under the R&W Insurance Policy, including the timely and adequate delivery of notices of claims under the R&W Insurance Policy and (iii) otherwise comply with the terms and conditions of the R&W Insurance Policy. Without limiting the generality of the foregoing, Buyer shall timely pay all premiums and other amounts required to cause the R&W Insurance Policy to become effective in accordance with its terms. Buyer shall not (and shall not permit any of its Affiliates to) take any action with the intention of causing the R&W Insurance Policy or the rights of any party thereunder to be terminated, cancelled or waived in a manner that would have an adverse impact on Seller or any of its Affiliates. Following the Closing, Buyer shall not amend the subrogation or third party beneficiary provisions contained in the R&W Insurance Policy benefiting the Seller or its Affiliates or otherwise amend or modify the R&W Insurance Policy in a manner adverse to Seller or any of its Affiliates.

Section 6.15 Restrictive Covenants.

(a) Each GRJ Restricted Person acknowledges that the covenants set forth in this Section 6.15 are reasonable in scope and are necessary to protect the legitimate business interests of Buyer, and Buyer would not enter into this Agreement but for the GRJ Restricted Persons agreeing to the restrictions set forth in this Section 6.15 and that the restrictions set forth in this Section 6.15 are ancillary to the sale of the Membership Interests by Seller to Buyer. Each GRJ Restricted Person hereby covenants and agrees that during the Restrictive Covenant Period, no GRJ Restricted Person shall directly or indirectly within the Restricted Territory:

(i) Serve, function or act as a Terminal Operator, as that term is defined in the Video Gaming Laws, or as an employee, agent, representative, owner, member, stockholder, investor, organizer, consultant, independent contractor or other role of or for a Terminal Operator or in an amusement business that is competitive with Buyer, the Company or GRA;

(ii) Serve, function or act as an employee, agent, representative, consultant, independent contractor, or otherwise, perform services, solicit Use Agreements or Amusement Agreements for or render assistance to any Terminal Operator, or any business, partnership, proprietorship, firm, or competitive entity, organization, or corporation, which services or assists or are competitive with the business, products or services of the Company or GRA in the Gaming Business or the Amusement Business; on his own behalf or for any other Person, knowingly

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offer, contract with, solicit or induce any officer, director, employee, customer, supplier, independent contractor or owner of a Gaming Establishment or Amusement Establishment in the Restricted Territory to enter into or execute any Use Agreement with any Terminal Operator, or to terminate such Gaming Establishment’s Use Agreement or relationship with the Company; or

(iii) On his own behalf or for any other Person, knowingly offer, contract with, solicit or induce any officer, director, or employee of Buyer, the Company or GRA to terminate its employment with Buyer, the Company or GRA other than to those persons set forth on Section 6.15(a)(iii) of the Disclosure Schedules or in response to a general solicitation.

(b) Each GRJ Restricted Person acknowledges and agrees that the Gaming Business and the Amusement Business is highly competitive and that a violation of any of the provisions of Section 6.15 would cause immediate and irreparable harm, loss and damage to Buyer not adequately compensable by a monetary award. Each GRJ Restricted Person further acknowledges and agrees that the time periods and territorial areas provided for herein are the minimum necessary to adequately protect the legitimate business interests of Buyer. Without limiting any of the other remedies available to Buyer, at law or in equity, or Buyer’s right or ability to collect money damages, each GRJ Restricted Person agrees that any actual or threatened violation of any of the provisions of Section 6.15 may be restrained or enjoined by any court of competent jurisdiction, and that a temporary restraining order or emergency, preliminary or final injunction may be issued in any court of competent jurisdiction, upon one day’s notice and without bond.

(c) The Company Operating Agreement provided in the Data Room is a true, correct and complete copy of the operating agreement (or equivalent) of the Company, including all amendments thereto, which is in full force and effect as of the date hereof (including, for the avoidance of doubt, the OA Restrictive Covenants) There have been no amendments or modifications to the Company Operating Agreement, and no steps have been taken by the managers, members, officers or directors of the Company to effect or authorize any amendment or modification to the Company Operating Agreement, and no action is pending to amend, modify or rescind the Company Operating Agreement.

(d) Buyer acknowledges and agrees that nothing in this Section 6.15 or the Company Operating Agreement restricts any GRJ Restricted Person or GE Restricted Person from owning a licensed Gaming Establishment or Amusement Establishment in the Restricted Territory following the Closing and utilizing the services of any licensed Terminal Operator such Person so chooses to service such licensed Gaming Establishment or Amusement Establishment.

Section 6.16 GE Person Buy-Out. From and after the date of this Agreement, none of the parties to any agreements described in Section 3.23 shall amend or waive the terms of such agreements without the consent of Buyer.

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Section 6.17 Post-closing Payments. No later than three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a schedule showing the TTM GRJ TO Share as of the last day of the calendar month immediately prior to the Closing Date and the number of Baseline Locations in existence as of the date thereof (the “TO Share Schedule” with the accounting methods and conventions used in the preparation thereof being referred to as the “Accounting Conventions”).

(a) Within five (5) Business Days following the One-Year Payment Date, Buyer shall prepare and deliver to Seller (x) a schedule calculating the One-Year Payment Offset, including a description of each payment made and identifying the agreement or Incentive Program section pursuant to which such payment was made and (y) a TO Share Schedule calculating: (i) the TTM GRJ TO Share as of the One-Year Payment Date, as reported on the SciGames Reports for all Company Establishments prepared in accordance with the Accounting Conventions, and (ii) the Average Net Win Per Machine Per Day for each Company Establishment that is a Baseline Location as of the One-Year Payment Date. In the event that the TTM GRJ TO Share as of the One-Year Payment Date is at least $19 million, then Buyer shall pay to Seller an amount equal to (A) the One-Year Payment Amount minus (B) the One-Year Payment Amount Offset within thirty (30) days of the One-Year Payment Date. In the event that the TTM GRJ TO Share as of the One-Year Payment Date is less than $19 million, then Buyer shall have no obligation to pay the One-Year Payment Amount and the One-Year Payment Amount shall be deemed forfeited.

(b) Within ten (10) Business Days following the two (2) year anniversary of the Closing, Buyer shall prepare and deliver to Seller a schedule showing the number of Baseline Locations as of such two-year anniversary (the “Baseline Location Schedule”).

(c) Within five (5) Business Days following the Three-Year Payment Date, Buyer shall prepare and deliver to Seller (x) a schedule calculating the Three-Year Payment Offset, including a description of each payment made and identifying the agreement or Incentive Program section pursuant to which such payment was made and (y) a TO Share Schedule calculating: (i) the TTM GRJ TO Share as of the Three-Year Payment Date, as reported on the SciGames Reports for all Company Establishments prepared in accordance with the Accounting Conventions, and (ii) the Average Net Win Per Machine Per Day for each Company Establishment that is a Baseline Location as of the Three-Year Payment Date. In the event that the TTM GRJ TO Share as of the Three-Year Payment Date is at least $19 million, then Buyer shall pay to Seller an amount equal to (A) the Three-Year Payment Amount minus (B) the Three-Year Payment Amount Offset within thirty (30) days of the Three-Year Payment Date. In the event that the TTM GRJ TO Share as of the Three-Year Payment Date is less than $19 million, then Buyer shall have no obligation to pay the Three-Year Payment Amount and the Three-Year Payment Amount shall be deemed forfeited.

(d) Each of the One-Year Payment Amount and the Three-Year Payment Amount shall be paid by wire transfer of immediately available funds to the account or accounts designated by Seller (or its successors, if applicable) in writing to Buyer at least two (2) Business Days prior to the date of the One-Year Payment Date or the Three-Year Payment Date, as applicable.

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(e) In the event Buyer assigns or transfers any Use Agreement with a Company Establishment prior to the One-Year Payment Date or the Three-Year Payment Date, as applicable, then applicable TO Share Schedule shall include the Net Terminal Income for such Company Establishment during the twelve full calendar month period prior to the occurrence of such transfer. In the event Buyer voluntarily terminates any Use Agreement with (or otherwise voluntarily removes its Video Gaming Terminals from) a Company Establishment that is not an Underperforming Establishment, then the applicable TO Share Schedule shall include the Net Terminal Income generated by such Company Establishment during the twelve full calendar month period prior to the occurrence of such termination (or removal of Video Gaming Terminals). The TO Share Schedule shall not include Net Terminal Income after the date of termination: (i) with respect to Use Agreements that have been terminated as a result of the Company Establishment electing to not renew its Use Agreement with the Company and/or Buyer (or an Affiliate of Buyer) or the voluntary or involuntary closure of the Company Establishment by the owner of such Company Establishment, or (ii) generated by an Underperforming Establishment.

(f) Each TO Share Schedule and Baseline Location Schedule delivered by Buyer to Seller shall be accompanied by a certificate of the chief financial officer of Buyer attesting to the accuracy and completeness of such schedule.

Section 6.18 Section 754 Issues. The Company will make an election pursuant to Section 754 of the Code for the tax year ending on the date that Seller becomes the owner of 100% of the Membership Interests (which date shall be the final date on which the Company shall be treated as a partnership for tax purposes and thereafter shall be treated as a disregarded entity).

Section 6.19 IGB Covenant. Buyer and Seller covenant and agree to cooperate with the IGB to ensure a smooth transition of the Video Gaming Terminals that are currently operational in Gaming Establishments and Amusement Establishments with minimal to no interruption.

Section 6.20 Exclusivity. From and after the date hereof until the earlier of the Drop Dead Date or this Agreement is terminated as provided in Article IX, Seller shall not and shall cause the Company, GRA and each of their respective Affiliates, officers, managers, employees, agents or Representatives, not to, directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, provide any information to, receive any proposals or offers from, or enter into any agreement with, any third party, in each case other than the Buyer, that involves the sale, joint venture or the other disposition of all or any portion of the Company or GRA, the assets of the Company or GRA or the business of the Company or GRA or any merger, consolidation, recapitalization or other business combination of any kind involving the Company or GRA, the assets of the Company or GRA or the business of the Company or GRA, other than sales of inventory in the ordinary course of business and consistent with past practice. If Seller receives or becomes aware of any proposal, offer or proposed offer, Seller shall promptly notify Buyer with the details thereof.

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Section 6.21 Release. Seller, on behalf of itself and each of its officers and managers hereby unconditionally and irrevocably acquits, remises, discharges and forever releases, effective as of the Closing, Buyer, the Company, GRA and their respective Affiliates, equityholders, partners, managers, trustees, employees, officers, directors, representatives and agents (collectively, the “Releasees”) from any and all claims and Losses of every kind whatsoever, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, contract, agreement, arrangement, commitment or undertaking, whether written or oral, to the extent arising on or prior to the Closing; provided that the claims and Losses acquitted, remised, discharged and released pursuant to this Section 6.21 shall not include any rights of Seller under this Agreement and the other documents and agreements executed in consummation of the transactions contemplated by this Agreement.

Section 6.22 Schedule Supplement. From time to time prior to the date that is three (3) Business Days prior to the Closing Date, Seller shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto solely to disclose any facts that are not in existence on the date hereof but which arise prior to the Closing and which do not result from a breach of this Agreement (each, a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 7.02 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement as a result of the items disclosed in such Schedule Supplement, then such disclosure shall be deemed to qualify the representation or warranty with respect to which it was disclosed for purposes of determining whether Buyer is entitled to indemnification with respect to a breach of such representation or warranty.

ARTICLE VII

CONDITIONS TO CLOSING

Section 7.01 Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

(b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 in form and substance reasonably satisfactory to Buyer, and no such consent, authorization, order and approval shall have been revoked.

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Section 7.02 Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Seller, the Company and GRA contained in Article III shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date).

(b) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

(c) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied.

(d) Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller and the Company certifying that attached thereto are true and complete copies of all resolutions adopted by the Managers of Seller and the Company authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.

(e) Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller and the Company certifying to the accuracy and completeness of (i) the articles of organization of the Company and GRA, (ii) the Company Operating Agreement and GRA Operating Agreement, (iii) the certificates of good standing (or equivalent) from the Illinois Secretary of State and each other secretary of state (or equivalent) of each jurisdiction where the Company or GRA conduct business and (iv) the names and signatures of the authorized signatories of Seller authorized to sign this Agreement and the other documents to be delivered hereunder.

(f) Seller shall have delivered, or caused to be delivered, to Buyer an assignment separate from certificate, in the form attached hereto as Exhibit B, duly executed by Seller assigning the Membership Interests to Buyer free and clear of all Encumbrances.

(g) No later than two (2) Business Days prior to the Closing, Seller shall have delivered a certificate, certified by an officer of the Company and setting forth the Company’s good faith estimate of each of the following as of the Closing: (i) the Working Capital (the “Estimated Working Capital”), (ii) the Estimated Cash Reimbursement Amount, (iii) the Unredeemed Voucher Liability, (iv) the Unpaid Company Transaction Expenses (the “Estimated Unpaid Company Transaction Expenses”) and (v) the Company’s calculation of the Estimated Closing Payment based on the items set forth in clauses (i) through (iv) (such certificate, the “Closing Financial Certificate”).

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(h) Buyer shall have received duly executed payoff letters and related lien releases in customary form reasonably satisfactory to Buyer in connection with the repayment of the USB Credit Agreement and the release of the liens set forth on Section 3.10(a) of the Disclosure Schedules.

(i) Concurrent with or prior to the Closing, Seller shall have consummated the GE Person Buy-Out on terms reasonably acceptable to Buyer.

(j) Concurrent with or prior to the Closing, Buyer shall have obtained the R&W Insurance Policy on terms reasonably acceptable to Buyer.

Section 7.03 Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Buyer contained in Article V shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date).

(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

(c) Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.02, in each case, in form and substance reasonably satisfactory to Seller, and no such consent, authorization, order and approval shall have been revoked.

(d) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

(e) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.

(f) Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the other documents to be delivered hereunder.

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(g) Buyer shall have delivered to Seller the Estimated Closing Payment by wire transfer of immediately available funds to the account of Seller as set forth in the Flow of Funds Schedule.

(h) Buyer shall have delivered to Seller the Estimated Cash Reimbursement Amount by wire transfer of immediately available funds to the account of Seller as set forth in the Flow of Funds Schedule.

(i) Concurrent with or prior to the Closing, Buyer shall have obtained the R&W Insurance Policy on terms reasonably acceptable to Seller.

ARTICLE VIII

INDEMNIFICATION

Section 8.01 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein (other than Fundamental Representations and Warranties) shall survive the Closing and shall remain in full force and effect until the date that is eighteen (18) months from the Closing Date (the “Survival Period”). Fundamental Representations and Warranties shall survive the Closing and shall remain in full force and effect until sixty (60) days following the expiration of the applicable statute of limitations. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved.

Section 8.02 Indemnification By Seller and Owner. Subject to the other terms and conditions of this Article VIII, Seller and Owner shall jointly and severally indemnify Buyer, its subsidiaries, Affiliates, members, managers, officers, employees and agents and the members, managers, directors, officers, employees and agents of its Affiliates (the “Buyer Indemnitees”) against, and shall hold the Buyer Indemnitees harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Seller, the Company or Owner contained in this Agreement or the other agreements, documents or certificates contemplated hereby;

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or the other agreements, documents or certificates contemplated hereby; or

(c) any third party claim made against any Buyer Indemnitee arising from or related to the operation of the assets and businesses of Seller, the Company or GRA prior to the Closing;

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(d) any Liabilities for claims, counterclaims, causes of action or demands arising out of or relating to Seller’s prior relationship with the Company or GRA or its rights or status as a member of the Company (excluding any such Liabilities arising under this Agreement and the transactions contemplated by this Agreement (other than the GE Person Buy-out);

(e) regardless of any disclosure of any matter set forth in the Disclosure Schedules, any Liabilities arising from or relating to any non-compliance with the Video Gaming Laws, any IGB rule, regulation or policy or any other state or local Laws governing or relating to gambling activities or gaming activities occurring or existing prior to the Closing;

(f) regardless of any disclosure of any matter set forth in the Disclosure Schedules, any inaccuracy in any information or calculations set forth in the Estimated Working Capital, the Estimated Cash Reimbursement Amount, the Unredeemed Voucher Liability, the Unpaid Company Transaction Expenses and the calculation of the Estimated Closing Payment; and

(g) any Taxes for which Seller is liable pursuant to Section 6.13(a) or otherwise.

Section 8.03 Indemnification By Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify Seller and its managers, members, directors, officers, employees and agents (the “Seller Indemnitees”) against, and shall hold the Seller Indemnitees harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other agreements, documents or certificates contemplated hereby;

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or the other agreements, documents or certificates contemplated hereby;

(c) any third party claim made against any Seller Indemnitee arising from the operation of the assets and businesses of the Company and GRA from and after the Closing;

(d) any Taxes for which Buyer is liable pursuant to Section 6.13(a) or otherwise; and

(e) any Losses incurred by any Seller Indemnitee from any claims, proceedings or other litigation brought by a third party or Governmental Authority, in each case arising out of disclosures made by Buyer or TPG regarding the transactions contemplated herein in any of TPG’s filings with the U.S. Securities and Exchange Commission or the New York Stock Exchange, to the extent such disclosure is not otherwise approved by Seller in advance thereof.

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Section 8.04 Certain Limitations. The Party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the Party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:

(a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 8.02(a) (other than the Seller Fundamental Representations and Warranties) or Section 8.03(a) (other than the Buyer Fundamental Representations and Warranties), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) or Section 8.03(a) exceeds $550,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible.

(b) The aggregate amount of all Losses for which Seller and Owner shall be liable for breach of Section 8.02(a) other than for a breach of Seller Fundamental Representations and Warranties (to the extent not covered by the R&W Insurance Policy) shall not exceed $550,000 (the “Seller Cap”) and all Losses for which Seller and Owner shall be liable for breach of Section 8.02(a) in excess of the Seller Cap shall be limited to recovery from the R&W Insurance Policy (other than for a breach of Seller Fundamental Representations and Warranties; to the extent any such Losses are not covered by the R&W Insurance Policy). With respect to Losses arising pursuant to a breach of a Seller Fundamental Representation and Warranty, such Loss shall first be satisfied from the R&W Insurance Policy (to the extent covered thereby) prior to the Indemnified Party seeking satisfaction from the Indemnifying Party. The aggregate amount of all Losses for which an Indemnifying Party shall be liable for a breach of Fundamental Representations and Warranties (to the extent not covered by the R&W Insurance Policy with respect to Seller Fundamental Representations and Warranties) shall not exceed the Purchase Price less the Cash Reimbursement Amount.

(c) Payments by an Indemnifying Party pursuant to Section 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to first seek recovery under the R&W Insurance Policy for any Losses prior to seeking indemnification under this Agreement. To the extent any Loss is not otherwise covered by the R&W Insurance Policy, Buyer shall have the right to offset any amounts conclusively owed to any Buyer Indemnitee by any Indemnifying Parties pursuant to this Article VIII against any amounts owed by Buyer to Seller pursuant to this Agreement after Closing.

(d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or special damages unless otherwise awarded to a third-party in a Third-Party claim by a court of competent jurisdiction.

(e) Any qualification in the representations and warranties with respect to a Material Adverse Effect, materiality, material or similar terms will not have any effect with respect to (i) the determination of the existence of any breach of any representation or warranty or (ii) the calculation of the amount owed under a claim for indemnification pursuant to this Article VIII and such qualifiers in any such representations and warranties shall be disregarded and all claims for indemnification under this Article VIII shall be determined as if such qualifiers were not present in such representations and warranties.

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(f) Notwithstanding anything to the contrary set forth herein, any claim that a Buyer Indemnitee or a Seller Indemnitee may have that arises from fraud, willful misconduct or intentional misrepresentation or omission shall not be limited by the limitations set forth in this Article VIII, including the Survival Period, the Deductible or the Seller Cap.

(g) Subject to the other applicable provisions regarding indemnification contained in this Article VIII, if Seller and Owner are obligated to reimburse or compensate the Buyer Indemnitees for any Losses in connection with a claim by any of the Buyer Indemnitees under Section 8.02(a), then indemnification for such Losses shall, subject to the applicable limitations, if any, set forth in this Article VIII, be satisfied first, from the Seller and Owner until the Seller Cap is exhausted and second, by seeking recovery under the R&W Insurance Policy, but subject to the coverage and other limitations thereof. Buyer hereby acknowledges and agrees that Buyer’s sole recourse for any Losses arising pursuant to Section 8.02(a) (other than in connection with a breach of Seller Fundamental Representations and Warranties or in connection with any fraud, intentional misrepresentations or willful misconduct) shall be limited to the Seller Cap and the amounts available for recovery under the R&W Insurance Policy.

(h) Notwithstanding anything to the contrary in this Agreement, Owner shall not be obligated to indemnify any Buyer Indemnitee pursuant to this Article VIII unless (and to the extent that) Seller has not made any payment that Seller was obligated to make under this Article VIII when such payment is required to be made hereunder.

Section 8.05 Indemnification Procedures.

(a) Third-Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a Party or an Affiliate of a Party or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is prejudiced by such delay. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnified Party shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such Third-Party Claim by the Indemnified Party’s own qualified counsel. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense

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of any Third-Party Claim, including making available (subject to the provisions of Section 6.07) records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending Party, management employees of the non-defending Party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

(b) Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is prejudiced by reason of such delay. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement, including bringing an action in accordance with the terms of Section 10.10. The decision of such tribunal as to the validity and amount of any Direct Claim shall be non-appealable, binding and conclusive upon the parties hereto.

Section 8.06 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Section 8.07 Exclusive Remedies. Subject to Section 10.11, the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a Party in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VIII. Nothing in this Section 8.07 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 10.11 or to seek any remedy on account of fraud by any Party.

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ARTICLE IX

TERMINATION

Section 9.01 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of Seller and Buyer;

(b) by Buyer by written notice to Seller if:

(i) Buyer is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VII and such breach, inaccuracy or failure cannot be cured by Seller by September 30, 2019 (the “Drop Dead Date”); or

(ii) any of the conditions set forth in Section 7.01 or Section 7.02 shall not have been fulfilled by the Drop Dead Date, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing;

(c) by Seller by written notice to Buyer if:

(i) Seller is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VII and such breach, inaccuracy or failure cannot be cured by Buyer by the Drop Dead Date; or

(ii) any of the conditions set forth in Section 7.01 or Section 7.03 shall not have been fulfilled by the Drop Dead Date, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or

(d) by Buyer or Seller in the event that:

(i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited;

(ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable; or

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(iii) the Closing has not occurred on or prior to the Drop Dead Date.

Section 9.02 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any Party except:

(a) as set forth in this Article IX, Section 6.07, Article X hereof;

(b) if the Deposit Conditions have been met at the time of such termination, then the Deposit shall be paid by the Escrow Agent to Seller;

(c) if the Deposit Conditions have not been met at the time of such termination, then the Deposit shall be paid by the Escrow Agent to Buyer; and

(d) that nothing herein shall relieve any Party from liability for any intentional breach of any provision hereof; provided that the Deposit shall constitute liquidated damages, and the Seller’s sole monetary remedy for breach thereof, if it is paid to Seller as provided in clause (b).

ARTICLE X

MISCELLANEOUS

Section 10.01 Expenses. Except as otherwise expressly provided herein (including Section 6.12 hereof), all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred; provided, however, that Seller shall pay all amounts payable to Fifth Third Securities.

Section 10.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.02):

If to Seller: Grand River Jackpot, LLC [***] [***] Attn: Gary Hoyer Telephone: [***] Facsimile: [***] E-mail: [***]

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with a copy to:	Taft Stettinius & Hollister LLP 111 East Wacker Drive, Suite 2800 Chicago, Illinois 60601 Facsimile: 312-966-8502 E-mail: pjenson@taftlaw.com Attention: Paul T. Jenson
If to Buyer:	Accel Entertainment Gaming LLC 140 Tower Drive Burr Ridge, IL 60527 Facsimile: 630-863-7279 E-mail: [***] Attention: Andy Rubenstein
with a copy to:	Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, California 94041 Facsimile: (650) 938-5200 E-mail: dmichaels@fenwick.com Attention: David Michaels
and a copy to:	Much Shelist, P.C. 191 North Wacker Drive Suite 1800 Chicago, IL 60606 E-mail: jrubenstein@muchlaw.com Attention: Jeffrey C. Rubenstein

Section 10.03 Interpretation. For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Section 10.04 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

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Section 10.05 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 10.06 Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 10.07 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed provided, that Buyer may, without the other Parties’ consent, assign or transfer this Agreement or the other agreements entered into in connection herewith, in whole or in part or from time to time, to one or more of its Affiliates, but no such transfer or assignment will relieve the Buyer of its obligations hereunder. Except as otherwise expressly provided in this Agreement, all covenants and agreements set forth in this Agreement by or on behalf of the Parties shall bind and inure to the benefit of the respective heirs, successors and permitted assigns of the Parties, whether so expressed or not. No assignment shall relieve the assigning Party of any of its obligations hereunder.

Section 10.08 No Third-party Beneficiaries. Except as provided in Article VIII, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 10.09 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

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Section 10.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction).

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF ILLINOIS IN EACH CASE LOCATED IN THE CITY OF CHICAGO AND COUNTY OF COOK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(c).

Section 10.11 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 10.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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Section 10.13 IGB Review. Buyer and Seller acknowledge that this Agreement is subject to the IGB’s review of, and to the extent required by the IGB, consent to the use of this Agreement. To that end, Buyer and Seller each agree to submit this Agreement to the IGB and to cooperate with each other in obtaining the IGB’s consent, if so required. Buyer and Seller each hereby agree to modify or amend this Agreement to comply with the requirements of the IGB or any change in the Video Gaming Laws.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

SELLER:

GRE-ILLINOIS, LLC

        By:/s/ Gary L. Hoyer
        Name: GARY L. HOYER

        Title: MANAGER

COMPANY:

GRAND RIVER JACKPOT, LLC

        By: /s/ Gary L. Hoyer
        Name: Gary L. Hoyer
        Title: CEO/President

OWNER:

GREAT RIVER ENTERTAINMENT, LLC

        By: /s/ Gary L. Hoyer
        Name: Gary L. Hoyer

        Title: CEO/President

BUYER:

ACCEL ENTERTAINMENT GAMING, LLC

        By: /s/ Andy Rubenstein
        Name: Andy Rubenstein
        Title: Manager

EX-99.1

Exhibit 99.1

Accel Entertainment, Inc. and Subsidiaries

Consolidated Statements of Income (Unaudited)

Nine Months Ended September 30, 2019 and 2018

	Nine months Ended September 30,
	2019		2018
Revenues:
Net video gaming	$	293,239,939	$	233,644,259
Amusement		4,087,728		2,998,164
ATM fees and other revenue		5,658,240		4,435,644
Total net revenues		302,985,907		241,078,067
Operating expenses:
Video gaming expenses		193,410,165		152,792,495
General and administrative		51,160,437		42,068,510
Depreciation and amortization of property and equipment		18,664,848		15,192,723
Amortization of route and customer acquisition costs and location contracts acquired		13,211,498		10,544,357
Other expenses		7,546,366		1,941,241
Total operating expenses		283,993,314		222,539,326
Operating income		18,992,593		18,538,741
Interest expense		9,517,593		6,432,030
Income before income tax expense		9,475,000		12,106,711
Income tax expense		2,750,496		3,153,710
Net income	$	6,724,504	$	8,953,001
Net income per share attributable to Class A and B Common Stock and Class C and D Preferred Stock:
Basic	$	1.98	$	2.66
Diluted		1.86		2.47
Weighted average number of shares outstanding:
Basic		3,403,412		3,362,198
Diluted		3,607,794		3,619,703

The accompanying notes are an integral part of these consolidated financial statements

Accel Entertainment, Inc. and Subsidiaries

Consolidated Balance Sheets

September 30, 2019 and December 31, 2018

	September 30, 2019 (Unaudited)			December 31, 2018
Assets
Current assets:
Cash	$	111,221,637		$	92,229,393
Prepaid expenses		3,339,581			2,538,119
Income taxes receivable		6,618,850			2,102,322
Investment in convertible note		5,000,000			—
Other current assets		6,981,930			5,140,878
Total current assets		133,161,998			102,010,712
Property and equipment, net		114,494,974			92,442,348
Other assets:
Route and customer acquisition costs, net		14,220,913			13,993,806
Location contracts acquired, net		172,410,483			126,038,312
Goodwill		34,701,570			—
Other assets		754,830			689,037
		222,087,796			140,721,155
Total assets	$	469,744,768		$	335,174,215
Liabilities and Stockholders’ Equity
Current liabilities:
Line of credit	$	56,000,000		$	50,000,000
Current maturities of term loan		14,062,500			12,500,000
Current maturities of capital leases		—			531,228
Current portion of route and customer acquisition costs payable		1,694,700			1,821,201
Accounts payable		9,829,134			4,492,105
Accrued location gaming expense		3,898,816			1,131,798
Accrued state gaming expense		5,940,405			4,929,053
Other accrued expenses		10,968,723			7,921,316
Current portion of consideration payable		7,503,881			2,555,883
Total current liabilities		109,898,159			85,882,584
Long-term liabilities:
Term loan, less current maturities, net		90,794,005			101,895,286
Contract draw loan		170,000,000			67,000,000
Route and customer acquisition costs payable, less current portion		4,723,923			5,363,593
Consideration payable, less current portion		12,369,923			9,020,178
Deferred income tax liability		11,645,578			8,895,082
Total long-term liabilities		289,533,429			192,174,139
Stockholders’ equity:
Class D Preferred Stock; no par value; 1,500,000 shares authorized; 944,925 shares issued and outstanding at September 30, 2019 and December 31, 2018 (aggregate liquidation preference of $32,458,174)		39,590,222			39,590,222
Class C Preferred Stock; no par value; 2,400,000 shares authorized; 1,515,029 shares issued and outstanding at September 30, 2019; 1,342,904 shares issued and 1,340,204 shares outstanding at December 31, 2018		21,031,618			18,146,433
Class B Common Stock; no par value; 1,200,000 shares authorized; 662,228 shares issued and 639,228 shares outstanding at September 30, 2019; 662,228 shares issued and 639,228 shares outstanding at December 31, 2018		1,007,216			1,007,216
Class A Common Stock; no par value; 1,700,000 shares authorized; 452,868 shares issued and 418,803 shares outstanding at September 30, 2019; 452,868 shares issued and 402,245 outstanding at December 31, 2018		15,481,469			15,481,469
Additional paid-in capital		9,200,838			5,926,219
Treasury stock, at cost		(5,520,639	)		(5,832,019	)
Accumulated deficit		(10,477,544	)		(17,202,048	)
		70,313,180			57,117,492
Total liabilities and equity	$	469,744,768		$	335,174,215

The accompanying notes are an integral part of these consolidated financial statements

Accel Entertainment, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity (Unaudited)

Nine Months Ended September 30, 2019 and 2018

	Class D Preferred Stock				Class C Preferred Stock				Class B Common Stock				Class A Common Stock				Additional Paid-In		Treasury			Note Receivable,			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Stock			Stockholder			Deficit			Equity
Balance, December 31, 2017		944,925	$	39,590,222		1,342,904	$	18,146,433		662,228	$	1,007,216		451,013	$	15,437,146	$	1,626,159	$	—		$	(3,267,600	)	$	(28,004,712	)	$	44,534,864
Repurchase of common and preferred stock		—		—		—		—		—		—		—		—		—		(2,204,933	)		—			—			(2,204,933	)
Exercise of common stock options		—		—		—		—		—		—		—		—		—		480,413			—			—			480,413
Receipt of stock previously issued pursuant to acquisition into treasury		—		—		—		—		—		—		—		—		—		(399,279	)		—			—			(399,279	)
Reclassification of contingent stock consideration		—		—		—		—		—		—		—		—		4,673,774		—			—			—			4,673,774
Settlement of note receivable issued		—		—		—		—		—		—		—		—		—		(3,267,600	)		3,267,600			—			—
Employee stock option compensation		—		—		—		—		—		—		—		—		413,858		—			—			—			413,858
Net income		—		—		—		—		—		—		—		—		—		—			—			8,953,001			8,953,001
Balance, September 30, 2018		944,925	$	39,590,222		1,342,904	$	18,146,433		662,228	$	1,007,216		451,013	$	15,437,146	$	6,713,791	$	(5,391,399		$	—		$	(19,051,711	)	$	56,451,698
	Class D Preferred Stock				Class C Preferred Stock				Class B Common Stock				Class A Common Stock				Additional Paid-In		Treasury			Note Receivable,			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Stock			Stockholder			Deficit			Equity
Balance, December 31, 2018		944,925	$	39,590,222		1,342,904	$	18,146,433		662,228	$	1,007,216		452,868	$	15,481,469	$	5,926,219	$	(5,832,019	)	$	—		$	(17,202,048	)	$	57,117,492
Exercise of common stock options		—		—		—		—		—		—		—		—		—		84,680			—			—			84,680
Exercise of warrants		—		—		172,125		2,885,185		—		—		—		—		—		226,700			—			—			3,111,885
Employee stock option compensation		—		—		—		—		—		—		—		—		383,265		—			—			—			383,265
Contributed capital, professional service fees paid by shareholder		—		—		—		—		—		—		—		—		2,891,354		—			—			—			2,891,354
Net income		—		—		—		—		—		—		—		—		—		—			—			6,724,504			6,724,504
Balance, September 30, 2019		944,925	$	39,590,222		1,515,029	$	21,031,618		662,228	$	1,007,216		452,868	$	15,481,469	$	9,200,838	$	(5,520,639	)	$	—		$	(10,477,544	)	$	70,313,180

The accompanying notes are an integral part of these consolidated financial statements

Accel Entertainment, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30, 2019 and 2018

	Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018
Cash flows from operating activities:
Net income	$	6,724,504		$	8,953,001
Non-cash items included in net income:
Depreciation and amortization of property and equipment		18,664,848			15,192,723
Amortization of route and customer acquisition costs and location contracts acquired		13,211,498			10,544,357
Amortization of debt issuance costs		436,219			316,461
Contributed capital, professional service fees paid by shareholder		2,891,354			—
Stock option compensation		383,265			413,858
Loss (gain) on disposal of property and equipment		110,600			(140,269	)
Loss on write-off of route and customer acquisition costs and route and customer acquisition costs payable		186,588			331,712
Remeasurement of contingent consideration		(85,718	)		(148,459	)
Accretion of interest on route and customer acquisition costs payable, contingent consideration, and contingent stock consideration		1,278,890			1,092,883
Deferred Income Taxes		2,750,496			1,619,692
Changes in operating assets and liabilities, net of acquisition of businesses:
Prepaid expenses and other current assets		(2,642,514	)		(241,508	)
Income taxes receivable		(4,516,528	)		49,654
Route and customer acquisition costs		(2,444,200	)		(1,626,068	)
Route and customer acquisition costs payable		(1,031,416	)		(267,998	)
Accounts payable		3,520,259			(57,925	)
Accrued expenses		6,279,317			(392,607	)
Other assets		(65,793	)		53,191
Net cash provided by operating activities		45,651,669			35,692,698
Cash flows from investing activities:
Purchases of property and equipment		(19,877,924	)		(19,773,890	)
Proceeds from the sale of property and equipment		24,080			1,085,964
Payments for location contracts acquired		(508,744	)		(761,396	)
Purchase of investment in convertible note		(5,000,000	)		—
Business and asset acquisitions, net of cash acquired		(100,896,327	)		(8,751,643	)
Net cash used in investing activities		(126,258,915	)		(28,200,965	)
Cash flows from financing activities:
Payments on capital lease obligation		(531,228	)		(3,033,726	)
Net proceeds from line of credit		6,000,000			10,000,000
Proceeds from exercise of common stock options and preferred stock warrants		3,196,565			480,413
Payments for repurchase of common and preferred shares		—			(2,204,933	)
Payments on consideration payable		(2,090,847	)		(689,085	)
Payments for debt issuance costs		(600,000	)		(533,333	)
Proceeds from term loan		—			46,250,000
Payments on term loan		(9,375,000	)		(5,375,000	)
Proceeds from contract draw line		112,250,000			19,000,000
Payments on contract draw line		(9,250,000	)		(59,000,000	)
Net cash provided by financing activities		99,599,490			4,894,336
Net increase in cash		18,992,244			12,386,069
Cash
Beginning of period		92,229,393			75,311,109
End of period	$	111,221,637		$	87,697,178

The accompanying notes are an integral part of these consolidated financial statements

Accel Entertainment, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited) (continued)

Nine Months Ended September 30, 2019 and 2018

	Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018
Supplemental disclosures of cash flow information:
Cash payments for:
Interest, net of amount of capitalized	$	8,146,002		$	6,602,079
Income taxes paid	$	1,759,000		$	1,590,000
Supplemental schedules of noncash investing and financing activities:
Purchases of property and equipment in accounts payable and accrued liabilities	$	4,916,639		$	1,655,093
Reclassification of contingent stock consideration from liabilities to equity	$	—		$	4,274,495
Acquisition of businesses and assets:
Total identifiable net assets acquired	$	119,137,663		$	14,819,702
Less cash acquired		(8,860,673	)		(1,125,975	)
Less consideration payable		(9,380,663	)		(4,942,084	)
Cash purchase price	$	100,896,327		$	8,751,643

Accel Entertainment, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

References in these footnotes to “Accel,” the “Company,” “we,” “our” or “us” refer to Accel Entertainment, Inc. and its subsidiaries, except where stated or the context otherwise indicates.

Note 1. Description of Business

Accel Entertainment, Inc. is a C corporation. The Company’s wholly owned subsidiary, Accel Entertainment Gaming LLC, is a terminal operator licensed by the State of Illinois Gaming Board. Accel received its license to operate in the State of Illinois on March 15, 2012. The terminal operator license allows the Company to install and operate video gaming terminals in licensed video gaming locations throughout the State of Illinois as approved by individual municipalities. The Company also operates redemption terminals which also function as automated teller machines (“ATMs”) at its licensed video gaming locations and amusement equipment at certain locations. The Company is subject to various federal, state and local laws and regulations in addition to gaming regulations. The terminal operator license, which is not transferable or assignable, requires compliance with applicable regulations and the license is renewable annually unless sooner cancelled or terminated. In May 2019, the Company received a conditional gaming license to operate in the Commonwealth of Pennsylvania. As of September 30, 2019, the Company has no terminals operating in the Commonwealth of Pennsylvania.

The Company operates 10,346 and 7,649 video gaming terminals across 2,290 and 1,686 locations in the State of Illinois as of September 30, 2019 and December 31, 2018, respectively.

The Company has a single reportable segment as a result of the operations and management of the organization during the periods presented.

Note 2. Summary of Significant Accounting Policies

Basis of presentation and preparation: The consolidated financial statements include the accounts of the Company and of its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. These interim consolidated statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), which permit reduced disclosure for interim periods. The consolidated balance sheet as of December 31, 2018 was derived from audited financial statements for the year then ended, but does not include all necessary disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) with respect to annual financial statements. In the opinion of management, the unaudited consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These financial statements and accompanying notes should be read in conjunction with the Company’s audited annual consolidated financial statements for the year ended December 31, 2018 and notes thereto.

Concentration of credit risk: The Company’s operations are centralized primarily in the State of Illinois. Should there be favorable or unfavorable changes to the Illinois Gaming Act there may be an impact on the Company’s results of operations. Certain municipalities have high concentrations which could impact the Company if these municipalities changes their laws.

Fair value of financial instruments: The Company’s financial instruments consist principally of cash, investment in convertible note, accounts payable, short-term note payable, and bank indebtedness.

The Fair Value Measurements and Disclosures Topic of the Accounting Standards Codification (“ASC”) defines fair value, establishes a framework for measuring fair value and expands disclosure requirements around fair value measurements. This topic applies to all financial instruments that are being measured and reported on a fair value basis.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the various methods including

market, income and cost approaches are used. Based on these approaches, certain assumptions are utilized that the market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. Valuation techniques are utilized that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, it is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1: Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Level 1 also includes U.S. Treasury and federal agency securities and federal agency mortgage-backed securities, which are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

The carrying amount of cash, accounts payable and short-term borrowings approximates fair value because of the short-term maturity of these instruments. The Company has classified the convertible note investment as available-for-sale and records the investment at fair value as of each balance sheet date. Any changes in fair value of the convertible note investment are recorded in accumulated other comprehensive income or loss classified in Stockholders’ Equity on the Consolidated Balance Sheet. The carrying amount of the investment in convertible note approximates the fair value, in all material respects, as of September 30, 2019 due to the relatively limited passage of time from the original purchase date, the short term maturity of the note and the illiquid nature of an investment in a private entity. We estimate the fair value of our debt using level two and level three inputs by discounting the future cash flows using current interest rates at which we could obtain similar borrowings in consideration of the estimated enterprise value of the Company.

Contingent consideration, which is recorded within consideration payable on the accompanying consolidated balance sheets, is measured at fair value on a recurring basis based on Level 3 inputs. The fair value recorded at September 30, 2019 and December 31, 2018 was determined using a discounted cash flow analysis. Refer to consideration payable below for disclosure of unobservable Level 3 inputs used. A hypothetical 1% increase in the applicable discount rate would decrease other expenses approximately $282,000 while a hypothetical 1% decrease in the applicable discount rate would increase other expenses approximately $282,000.

Cash: Cash includes bank deposit accounts and uncollected cash in the Company’s video gaming terminals, ATMs, and redemption terminals.

The Company’s policy is to limit the amount of credit exposure to any one financial institution. The Company maintains its cash in accounts which may at times exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company has not experienced any losses in such accounts.

Property and equipment: Property and equipment are stated at cost or fair value at the date of acquisition. Maintenance and repairs are charged to expense as incurred. Major additions, replacements and improvements are capitalized. Spare parts are capitalized when acquired and are expensed when used to repair equipment. Depreciation has been computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are amortized over the shorter of the useful life or the lease.

Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project during the periods in which activities necessary to prepare the property for its intended use are in progress. Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts

expended for the project using the weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. Capitalized interest was $2,814 and $78,692 during the nine months ended September 30, 2019, and 2018, respectively.

Estimated useful lives are as follows:

	Years
Video game terminals and equipment	5 - 8
Buildings and improvements	7 - 39
Amusement and other equipment	3 - 7
Office equipment and furniture	7
Computer equipment and software	3 - 5
Leasehold improvements	3 - 9
Vehicles	2 - 5

Route and customer acquisition costs: The Company’s route and customer acquisition costs consist of fees paid at the inception of contracts entered into with third parties and licensed video gaming establishments throughout the State of Illinois which allow the Company to install and operate video gaming terminals. The route and customer acquisition costs and route and customer acquisition costs payable are recorded at the net present value of the future payments using a discount rate equal to the Company’s incremental borrowing rate associated with its long-term debt. Route and customer acquisition costs are amortized on a straight-line basis beginning on the date the location goes live and amortized over the estimated life of the contract. The Company records the accretion of interest on route and customer acquisitions costs payable in the consolidated statements of income as a component of interest expense. For locations that close prior to the end of the contractual term, the Company writes-off the net book value of the route and customer acquisition cost and route and customer acquisition cost payable and records a gain or loss in the consolidated statements of income as other expenses. The Company’s route and customer acquisition cost also consist of prepaid commission costs to our internal sales force of employees. The commissions paid to internal sales employees are subsequently expensed once the respective licensed video gaming location goes live and the commission is earned by the employee.

Business acquisitions: We account for acquisitions using the acquisition method and record the cost of the businesses acquired among tangible and recognized intangible assets and liabilities based upon their estimated fair values as of the acquisition date. Recognized intangibles primarily include the value of location contracts and goodwill. We estimate the fair value of the business acquired using a combination of the cost and income approaches, depending on the specific assets or liabilities acquired. Our valuation approaches for consideration payable and location contracts are discussed below. We estimate the value of property and equipment and other current assets and liabilities acquired based on their cost, which approximates fair value at acquisition.

Goodwill: Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired when accounted for using the purchase method of accounting. Goodwill is not amortized, but reviewed for impairment. Goodwill is reviewed annually, as of October 1, and whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. We compare the fair value of the reporting unit to its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of our reporting unit, we would record an impairment loss equal to the difference.

Location contracts acquired: Location contracts acquired are accounted for as intangible assets and consist of expected cash flows to be generated from location contracts acquired through business combinations. Location contracts acquired are amortized on a straight-line basis over the expected useful life of 10 years.

Consideration payable: Consideration payable consists of amounts payable related to certain assets acquisitions, business acquisitions as well as contingent consideration for future location performance related to certain business acquisitions. Consideration payable, exclusive of contingent consideration, is discounted using the Company’s incremental borrowing rate associated with its long-term debt. The contingent consideration is measured at fair

value on a recurring basis. We use a discounted cash flow analysis to determine the value of contingent consideration upon acquisition and update this estimate on a recurring basis. The significant assumptions in our cash flow analysis include the probability adjusted projected revenues after state taxes, operating expenses, a discount rate as applicable to each acquisition, and the estimated number of locations that “go live” with the Company during the contingent consideration period. The changes in the fair value of contingent consideration are recognized within the Company’s consolidated statements of income as other expenses.

Impairment of long-lived assets: Long-lived assets, which includes property and equipment, net and other assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. Impairment of the assets is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount of which the carrying amount of the asset exceeds the fair value of the asset. There was no recorded impairment of long-lived assets in 2019 or 2018.

Revenue recognition: Video gaming terminal revenue is the net cash from gaming activities, which is the difference between gaming wins and losses. Video gaming terminal revenue includes the amounts earned by the licensed video gaming locations and is recognized at the time of gaming play. Additionally, taxes and administrative expenses due to the State of Illinois are recorded as video gaming terminal revenue and video gaming expenses. Amusement revenue represents amounts collected from machines operated at various locations and is recognized at the time the amusement machine is used. ATM fees and other revenue represents fees charged for the withdrawal of funds from the Company’s redemption terminals and stand-alone ATM and is recognized at the time of the transaction.

Stock-based compensation: The Company grants common stock options to certain employees and officers. Stock option compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite service period.

Income taxes: The Company is organized as a C corporation and is taxable at the federal and state level. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the book basis of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of the deferred tax asset, will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in the tax laws and rates as of the date of enactment.

The Company follows ASC Topic 740, Income Taxes, for accounting for uncertainty in income taxes. The consolidated financial statements reflect expected future tax consequences of uncertain tax positions presuming the taxing authorities’ full knowledge of the position and all relevant facts. The Company files tax returns in all appropriate jurisdictions, which includes a federal tax return and an Illinois return. Open tax years for the federal and state returns are 2016 to 2018, which statutes expire in 2020 to 2022, respectively. When and if applicable, potential interest and penalty costs are accrued as incurred with expenses recognized in general and administrative expenses in the consolidated statements of income. As of September 30, 2019 and December 31, 2018, the Company has not recorded a liability for unrecognized tax benefits.

Earnings per share: The Company determines earnings per share in accordance with the authoritative guidance in ASC Topic 260, Earnings Per Share. The Company computes basic earnings per share by dividing net income by the weighted average number of common shares outstanding for the applicable period. Diluted earnings per share are computed in the same manner as basic earnings per share, except that the number of shares is increased to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increase would be anti-dilutive. Under the treasury stock method, the amount the employee must pay for exercising stock options and the amount of compensation cost for future service that the Company has not yet recognized are assumed to be used to repurchase shares.

Use of estimates in the preparation of consolidated financial statements: The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates used by us include, among other things, the useful lives for depreciable and amortizable assets, income tax provisions, the evaluation of the future realization of deferred tax assets, projected cash flows in assessing the initial valuation of intangible assets in conjunction with business acquisitions, the initial selection of useful lives for depreciable and amortizable assets in conjunction with business acquisitions, contingencies, and the expected term of share-based compensation awards, stock price volatility and estimated stock prices when computing share-based compensation expense. Actual results may differ from those estimates.

Recent accounting pronouncements: The FASB has issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”). The amendments in this update supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 one year, making it effective for annual reporting periods beginning after December 15, 2018. The provisions are effective for the Company on January 1, 2019 at which time the Company will adopt Topic 606 using the modified retrospective approach. The provisions will not be presented in the interim periods for the year ended December 31, 2019, as permitted for companies with Emerging Growth Company status, but will be presented for the year ended December 31, 2019 and for the interim periods beginning the year thereafter.

While the Company is continuing to assess all potential impacts of the standard, the Company’s focus areas include the gross or net presentation of video gaming revenues, evaluating the amortization period associated with costs of obtaining contracts, capitalization of internal commissions, and expanded revenue recognition disclosures.

The Company’s project plan for the implementation of the new standard includes a review of all revenue streams to identify potential differences in the performance obligations, timing, measurement or presentation that would result from applying the new standard. The Company is in the process of implementing appropriate changes to its business processes, systems and controls to support revenue recognition and disclosures under Topic 606.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), that requires that lessees present right-of-use assets and lease liabilities on the balance sheet. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ASU No. 2016-02 becomes effective for the Company on January 1, 2021, unless the Company disqualifies as an emerging growth company, in which case earlier adoption may be required. The Company’s implementation efforts are focused on accounting policy and disclosure updates and system enhancements required to meet the new standard. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures and has not determined the expected impact.

Note 3. Route and Customer Acquisition Costs

The Company enters into contracts with third parties and licensed video gaming locations throughout the State of Illinois which allow the Company to install and operate video gaming terminals. When video gaming operations commence, payments are due monthly. Gross payments due based on the number of live locations as of September 30, 2019 and December 31, 2018, respectively, are approximately $7,341,000 and $8,230,000. Payments are due over varying terms of the individual agreements and are discounted at the Company’s incremental borrowing rate associated with its long-term debt at the time the contract is acquired. The net present value of payments due are $6,419,000 and $7,185,000 as of September 30, 2019 and December 31, 2018, respectively, of which approximately $1,695,000 and $1,821,000 is included in current liabilities in the accompanying consolidated balance sheets as of September 30, 2019 and December 31, 2018, respectively. The route and customer acquisition cost asset is comprised of payments made on the contracts of $19,669,351 and $18,793,039 as of September 30, 2019 and December 31, 2018, respectively. The Company has upfront payments of commissions paid to the third parties for the acquisition of the customer contracts that are subject to a claw back provision if the customer cancels the contract prior to completion. The payments subject to a claw back are $2,310,095 and $2,587,857 as of September 30, 2019 and December 31, 2018, respectively.

Route and customer acquisition costs consist of the following at September 30, 2019 and December 31, 2018:

	September 30, 2019			December 31, 2018
Cost	$	28,535,173		$	27,726,239
Accumulated amortization		(14,314,260	)		(13,732,433	)
Route and customer acquisition costs, net	$	14,220,913		$	13,993,806

The asset is amortized over the contractual term of the contract. Amortization of route and customer acquisition costs amounted to $2,030,505 and $2,426,888 for nine months ended September 30, 2019 and 2018, respectively.

Note 4. Location Contracts Acquired

Location contracts assets acquired in business combinations are recorded at acquisition at fair value based on an income approach consist of the following at September 30, 2019 and December 31, 2018:

	September 30, 2019			December 31, 2018
Cost	$	204,893,836		$	147,340,672
Accumulated amortization		(32,483,353	)		(21,302,360	)
Location contracts acquired, net	$	172,410,483		$	126,038,312

Amortization of location contracts acquired, included within operating expenses, was $11,180,993 and $8,117,469 for the nine months ended September 30, 2019 and 2018, respectively.

Note 5. Property and Equipment

Property and equipment consists of the following at September 30, 2019 and December 31, 2018:

	September 30, 2019			December 31, 2018
Video game terminals and equipment	$	157,640,693		$	126,043,160
Amusement and other equipment		15,370,983			12,538,704
Office equipment and furniture		1,893,357			1,827,355
Computer equipment and software		8,046,273			5,092,195
Leasehold improvements		905,846			43,960
Vehicles		8,342,785			7,174,290
Buildings and improvements		9,926,654			9,364,540
Land		910,797			882,797
Construction in progress		1,496,159			1,339,320
Total property and equipment		204,533,547			164,306,321
Less accumulated depreciation and amortization		(90,038,573	)		(71,863,973	)
Property and equipment, net	$	114,494,974		$	92,442,348

Depreciation and amortization of property and equipment amounted to $18,664,848 and $15,192,723 for the nine months ended September 30, 2019 and 2018, respectively.

Note 6. Debt

As of January 1, 2018, the Company was party to a Second Amended and Restated Loan and Security Agreement (“Second Amendment”) with most of the same syndicated group of banks in its prior loan agreements which provided for a total loan facility of $210,000,000 and includes term loan availability, contract draw availability, and line of credit availability. On April 10, 2018, the Company entered into a Third Amended and Restated Loan and Security Agreement (“Third Amendment”) with most of the same syndicated group of banks, and increased the loan facility from $210,000,000 to $300,000,000. The Third Amendment extended the agreement maturity date from November 2021 to April 2023. On August 22, 2019, the Company entered into the First Amendment to the Third Amended and Restated Loan and Security Agreement (“Fourth Amendment”) with most of the same syndicated group of banks, and increased the loan facility from $300,000,000 to $380,000,000. This amendment also included changes to borrowing base restrictions, as well as covenant definitions and calculations.

Under the Third Amendment, interest on all credit facilities is payable monthly on unpaid balances at the variable per annum LIBOR rate (2.03% at September 30, 2019) plus an applicable margin, as defined, ranging from 1.70% to 2.50% depending on the ratio of the Company’s Secured Debt to EBITDA, as defined. As of September 30, 2019, the average interest rate was approximately 4.56%. An unused line fee of 0.25% is payable monthly on the difference between the total availability and the average daily balance of the line of credit and the contract draw loan outstanding. There were no changes to interest payments in the Fourth Amendment.

The Third Amendment increased the term loan availability from $90,000,000 to $125,000,000 and requires quarterly principal payments of $3,125,000 through March 31, 2020, $3,906,250 through March 31, 2022, $4,687,500 through March 31, 2023, and the remaining balance due upon maturity in April 2023. The term loan balance at September 30, 2019 and December 31, 2018 was $106,250,000 and $115,625,000, respectively. There were no changes to the term loan in the Fourth Amendment.

The Third Amendment increased the contract draw availability from $65,000,000 to $90,000,000 and changed from a borrowing draw loan to a revolving facility whereby the Company can borrow and repay throughout the term of the agreement with no required loan repayments until maturity in April 2023. The Fourth Amendment increased the contract draw availability from $90,000,000 to $170,000,000. As of September 30, 2019 and December 31, 2018, the contract draw loan balance was $170,000,000 and $67,000,000, respectively. As of September 30, 2019 and December 31, 2018, availability on the contract draw loan was $0 and $23,000,000, respectively.

The Third Amendment increased the maximum line of credit borrowings from $55,000,000 to $85,000,000 subject to a borrowing base which is defined as the sum of 90% of the Company’s vault cash outstanding, as defined; less payables owed to establishment owners, the State of Illinois and the Illinois Gaming Board. Payments can be made on demand at the Company’s election, and are only required if the balance exceeds the lesser of the total line of credit commitment of $85,000,000 or the revolving loan availability. As of September 30, 2019 and December 31, 2018, the line of credit balance was $56,000,000 and $50,000,000, respectively. There were no changes to the line of credit in the Fourth Amendment

Additionally, the Company has the ability to utilize letters of credit. The Company had no outstanding letters of credit as of September 30, 2019 and December 31, 2018.

The credit facilities are collateralized by substantially all assets of the Company and includes defined financial covenants related to leverage, fixed charge and minimum EBITDA.

Unamortized debt issuance costs related to the facilities were $1,393,495 and $1,229,714 as of September 30, 2019 and December 31, 2018, respectively.

Note 7. Business and Asset Acquisitions

2019 Business Acquisitions

Grand River Jackpot

On August 26, 2019, the Company entered into an agreement to acquire all issued and outstanding membership interests in Grand River Jackpot, LLC and subsidiaries (“Grand River”), a terminal operator licensed by the State of Illinois Gaming Board. On September 16, 2019, the Company completed its acquisition of Grand River. Grand River has 2,009 VGTs in over 450 licensed establishments. The Company completed this transaction in order to expand its presence within the State of Illinois.

The acquisition aggregate purchase consideration transferred totaled $114,473,243, which included: i) a cash payment made at closing of $100,000,000; ii) a subsequent cash payment of $7,337,000 for a working capital adjustment and; iii) contingent purchase consideration with an estimated fair value of $7,136,243. The contingent consideration represents two installment payments that are to be paid, up to a maximum amount, as follows: i) $2,500,000 within 30 days following the one-year anniversary of the acquisition closing date and; ii) $7,000,000 within 30 days following the three-year anniversary of the acquisition closing date. These payments are subject to adjustment based on certain performance measures included within the purchase agreement. The estimated fair value was determined based on the Company’s expected probability of future payment, discounted using Grand River’s weighted average cost of capital. The cash payment made at closing and subsequent working capital adjustment payment were both funded with the Company’s existing credit facilities.

The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values. The areas of the purchase price that are not yet finalized are primarily related to the valuation of location contracts, property and equipment, contingent consideration, and a final adjustment to working capital. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The Grand River acquisition resulted in recorded goodwill as a result of a higher consideration multiple paid relative to prior similar acquisitions driven by maturity and quality of the operations and industry, including workforce and corresponding synergies, and is amortizable for income tax purposes. Management plans to integrate the Grand River acquisition into its existing business structure, which is comprised of a single reporting unit.

The following table summarizes the fair value of consideration transferred and the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

Cash paid at closing	$	107,337,000
Contingent consideration		7,136,243
Total consideration	$	114,473,243
Cash	$	8,860,673
Location contracts acquired		54,000,000
Property and equipment:
Video game terminals and equipment		18,000,000
Land		28,000
Buildings		548,000
Vehicles		600,000
Goodwill		34,701,570
Total assets acquired		116,738,243
Accounts payable assumed		(534,000	)
Accrued expenses assumed		(1,731,000	)
Net assets acquired	$	114,473,243

The Company incurred $209,160 in acquisition related costs that are included in other operating expenses within the consolidated statement of operations for the interim period ended September 30, 2019.

The results of operations for Grand River are included in the consolidated financial statements of the Company from the date of acquisition. During the interim period ended September 30, 2019, Grand River’s revenue and net income subsequent to the acquisition date were not material as the acquisition occurred with 14 days remaining in the period.

2019 Asset Acquisition

On September 23, 2019, pursuant to the terms of an asset purchase agreement, the Company purchased from Illinois Gaming Systems, LLC (“IGS”) terminal use agreements and equipment representing the operations of 139 video game terminals in 29 licensed establishments. The Company has accounted for this transaction as an asset acquisition. The purchase consideration consisted of: i) cash payment of $2,420,000 paid at closing and; ii) note payable of $2,244,000 issued at closing. The asset acquisition costs were allocated to the following assets: i) video game terminals and equipment totaling $1,700,000 and; ii) route and customer acquisition costs totaling $2,964,420. The note payable bears interest of 5% and is due in full on March 23, 2020.

2018 Business Acquisitions

The following acquisitions were accounted for as business combinations and results of operations subsequent to the date of acquisition are included in the consolidated statements of income. Location contracts acquired for these acquisitions are amortized over an expected useful life of 10 years. The Company consummated the Skyhigh Gaming and G3 Gaming acquisitions primarily for the purpose of acquiring additional routes from competitors operating in the State of Illinois. The Company consummated the Quad B, Mike’s Amusements and Family Amusement acquisitions primarily to acquire non-gaming amusement equipment and amusement agreements from competitors operating in the State of Illinois.

Quad B

On September 1, 2018, the Company acquired certain assets of B.B.B.B. Inc. (“Quad B”), an Illinois amusement operator. The Company acquired 61 locations that are or are expected to become operational.

Skyhigh Gaming

On August 1, 2018, the Company acquired certain assets of Skyhigh Gaming, LLC (“Skyhigh”), an Illinois licensed terminal operator. The Company initially acquired 23 locations that are or are expected to become operational.

G3 Gaming

On October 16, 2018, the Company acquired certain assets of G3 Gaming, LLC (“G3”), an Illinois licensed terminal operator. The Company initially acquired 87 locations that are or are expected to become operational.

Mike’s Amusements

On October 16, 2018, the Company acquired certain assets of Mike’s Amusements, Inc. (“Mike’s Amusements”), an Illinois amusement operator. The Company initially acquired 73 locations that are or are expected to become operational.

Family Amusement

On October 31, 2018, the Company entered into an agreement to acquire certain assets of Family Amusement, Inc. (“Family Amusement”), an Illinois amusement operator. The Company initially acquired 139 locations that are or are expected to become operational.

The consolidated statements of income include $24,172,074 of revenue and $1,146,727 of net income attributable to operations of the 2018 business combinations for the nine months ended September 30, 2019, respectively, and $1,592,256 of revenue and $58,529 of net income attributable to operations for the nine months ended September 30, 2018, respectively.

Pro Forma Results

The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the nine month periods ended September 30, 2019 and 2018 as if the acquisitions of Grand River, Quad B, Skyhigh, G3, Mike’s Amusements, and Family Amusement, had occurred as of the beginning of the fiscal year prior to the fiscal year of acquisition, after giving effect to certain purchase accounting adjustments. These amounts are based on available financial information of the acquirees prior to the acquisition dates and are not necessarily indicative of what Company’s operating results would have been had the acquisitions actually taken place at the beginning of the fiscal year prior to the fiscal year of acquisition. This unaudited pro forma information does not project revenues and income before income tax expense post acquisition.

	Nine Months ended		Nine Months ended
	9/30/2019		9/30/2018
Revenues	$	345,067,225	$	261,505,385
Net income		9,857,503		9,594,788

Consideration Payable

The Company has a contingent consideration payable related to certain locations, as defined, in the respective acquisition agreement which are placed into operation during a specified period after the acquisition date. The fair value of contingent consideration is included in the consideration payable on the consolidated balance sheets as of September 30, 2019 and December 31, 2018. The contingent consideration accrued is measured at fair value on a recurring basis.

Current and long-term portions of consideration payable consist of the following at September 30, 2019 and December 31, 2018:

	September 30, 2019				December 31, 2018
	Current		Long-Term		Current		Long-Term
TAV	$	85,378	$	1,242,824	$	193,835	$	1,231,917
Abraham		76,509		—		206,706		—
Fair Share Gaming		434,970		—		1,027,311		—
Family Amusement		463,497		3,047,696		357,095		3,010,736
Skyhigh		1,245,765		3,164,665		550,310		3,971,314
G3		651,837		—		220,626		806,211
Grand River		2,221,505		4,914,738		—		—
IGS		2,324,420		—		—		—
Total	$	7,503,881	$	12,369,923	$	2,555,883	$	9,020,178

Note 8. Stockholders’ Equity

The Company from time to time repurchases shares, at its sole discretion, upon request by shareholders. Such repurchases are based on the estimated fair value of the underlying stock at each date of repurchase. Repurchased shares are typically held in treasury for future reissuances.

Warrants

As of September 30, 2019 and December 30, 2018, there were 15,750 and 190,575 shares of warrants outstanding, respectively. During the nine months ended September 30, 2019, 174,825 warrants were exercised for proceeds of $3,111,885.

Treasury Stock

The following presents changes to the Company’s outstanding shares of capital stock, treasury shares and additional paid-in capital for the nine months ended September 30, 2019 and 2018:

										Treasury Shares
	Shares of Class C Preferred Stock Outstanding			Shares of Class B Common Stock Outstanding			Shares of Class A Common Stock Outstanding			Shares of Class C Preferred Stock			Shares of Class B Common Stock			Shares of Class A Common Stock			Total Cost
Balance, December 31, 2017		1,342,904			662,228			451,013			—			—			—		$	—
Exercise of common stock options		—			—			8,013			—			—			8,013			480,413
Repurchase of preferred stock		(1,000	)		(23,000	)		(2,700	)		(1,000	)		(23,000	)		(2,700	)		(2,204,933	)
Settlement of note receivable issued		—			—			(46,667	)		—			—			(46,667	)		(3,267,600	)
Receipt of stock previously issued		—			—			(3,956	)		—			—			(3,956	)		(399,279	)
Balance, September 30, 2018		1,341,904			639,228			405,703			(1,000	)		(23,000	)		(45,310	)	$	(5,391,399	)
Balance, December 31, 2018		1,340,204			639,228			402,245			(2,700	)		(23,000	)		(50,623	)	$	(5,832,019	)
Exercise of common stock options		—			—			16,558			—			—			16,558			84,680
Exercise of warrants		174,825			—			—			2,700			—			—			226,700
Balance, September 30, 2019		1,515,029			639,228			418,803			—			(23,000	)		(34,065	)	$	(5,520,639	)

Note 9. Stock-based Compensation

The Company grants various types of stock-based awards including stock options. Stock compensation awards granted are valued on the date of grant and are expensed over the required service period.

The Company previously adopted the 2011 Equity Incentive Plan of Accel Entertainment, Inc., and in 2016 the Company adopted the 2016 Equity Incentive Plan of Accel Entertainment, Inc. (collectively, “the Plans”).

Stock-based compensation expense, which pertains to the Company’s stock options and other equity awards, was $383,265 and $413,858 for the nine months ended September 30, 2019 and 2018, respectively, and is included within the unaudited consolidated statements of income under “General and administrative.”

Note 10. Income Taxes

The Company recognized income tax expense of $2,750,496 and $3,153,710 during the nine months ended September 30, 2019 and 2018, respectively.

The Company calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate to its year-to-date pretax book income or loss. The effective tax rate (income taxes as a percentage of income before income taxes) was 29.0% and 26.0% for the nine months ended September 30, 2019 and 2018, respectively. The Company’s effective income tax rate can vary from period to period depending on, among other factors, the business mix of our earnings, and the level of our tax credits.

Note 11. Related-Party Transactions

From time to time the Company enters into stock buy-back and cashless option conversion transactions in exchange for non-recourse stockholder notes for certain officers and employees of the Company. As of September 30, 2019 and December 31, 2018, stockholder notes receivable were $1,373,779 and $1,462,779, respectively. The notes mature at various dates through October 2023 and bear interest at rates from 4% to 5%. These notes are accounted for as outstanding options until the notes are repaid. In conjunction with a business combination further described in Note 15, in November 2019, these balances were paid in full to the Company.

As of September 30, 2019 and December 31, 2018, an officer and shareholder owes the Company $502,894 for federal taxes paid by the Company on the shareholder’s behalf. This balance is recorded within other current assets on the interim consolidated balance sheets. In October 2019, this balance was paid in full to the Company.

Subsequent to the Company’s acquisition of Fair Share Gaming and G3, the sellers became employees of the Company. Consideration payable to the Fair Share Gaming seller was $434,970 and $1,027,311 as of September 30, 2019 and December 31, 2018, respectively. Payments of consideration payable under the acquisition agreement were $592,340 and $0 for the nine months ended September 30, 2019 and 2018, respectively. Consideration payable to the G3 sellers was $651,837 and $1,026,837 as of September 30, 2019 and December 31, 2018, respectively. Payments of consideration payable under the acquisition agreement were $375,000 and $0 for the nine months ended September 30, 2019 and 2018, respectively. Subsequent to the Fair Share Gaming acquisition, the seller of Fair Share Gaming joined the Company’s Board of Directors.

The Company engaged Much Shelist, P.C. (“Much Shelist”) as its legal counsel for its general legal and business matters. An attorney at Much Shelist is a related party to management of the Company. Legal fees, which are included in general and administrative expenses within the consolidated statements of income, were $383,594 and $179,255 for the nine months ended September 30, 2019 and 2018, respectively.

Throughout the third quarter of 2019, one of the Company’s Class A Common Stockholders made payments on behalf of the Company directly to the Company’s independent registered public accounting firm for services rendered to the Company during the same period totaling $2,891,354. Such amounts are included as a component of other expenses in the Company’s consolidated income statement and contributed capital in the consolidated statement of stockholders’ equity.

Note 12. Earnings Per Share

As of September 30, 2019, the Company has Class A Common shares, Class B Common shares, Class C Preferred shares and Class D Preferred shares outstanding. According to the Articles of Incorporation amended in March 2016, all four classes of shares have the same rights to the Company’s earnings. None of the shares have any prior or senior rights to dividends to other shares.

Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of Class A, Class B, Class C and Class D shares outstanding during the period. Diluted EPS is computed based on the weighted average number of shares plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options for Class A Common shares and warrants for Class C Preferred shares.

The components of basic and diluted EPS were as follows:

(In thousands, except earnings per share)
	Nine months Ended September 30,
	2019		2018
Net income	$	6,724,504	$	8,953,001
Net income attributable to preferred shareholders		4,649,027		6,090,032
Net income attributable to common shareholders	$	2,075,477	$	2,862,969
Weighted average outstanding shares of Class A Common shares		411,214		416,056
Weighted average outstanding shares of Class B Common shares		639,228		659,099
Weighted average outstanding shares of Class C Preferred shares		1,408,045		1,342,117
Weighted average outstanding shares of Class D Preferred shares		944,925		944,925
Total shares for basic EPS		3,403,412		3,362,198
Dilutive Shares
Dilutive effect of stock-based awards for Class A Common shares		64,735		97,283
Dilutive effect of stockholder notes receivable for Class A Common shares		53,912		13,274
Dilutive effect of warrants for Class C Preferred shares		85,735		146,948
Weighted average outstanding shares of Class A Common shares		529,861		526,614
Weighted average outstanding shares of Class B Common shares		639,228		659,099
Weighted average outstanding shares of Class C Preferred shares		1,493,780		1,489,065
Weighted average outstanding shares of Class D Preferred shares		944,925		944,925
Total shares for dilutive EPS		3,607,794		3,619,703
Basic earnings per share
Class A Common	$	1.98	$	2.66
Class B Common		1.98		2.66
Class C Preferred		1.98		2.66
Class D Preferred		1.98		2.66
Diluted earnings per share
Class A Common	$	1.86	$	2.47
Class B Common		1.86		2.47
Class C Preferred		1.86		2.47
Class D Preferred		1.86		2.47

Anti-dilutive stock-based awards excluded from the calculations of diluted EPS were 5,300 and 11,250 shares of stock options as of and for the nine months ended September 30, 2019 and 2018, respectively.

Note 13. Commitments and Contingencies

Lawsuits and claims are filed against the Company from time to time in the ordinary course of business, including related to employment of professional and non-compete clauses and agreements. These actions are in various stages, and no judgments or decisions have been rendered. Management, after reviewing matters with legal counsel, believes that the outcome of such matters will not have a material adverse effect on the Company’s financial position or results of operations.

On July 2, 2019 Illinois Gaming Investors, LLC filed a lawsuit against the Company. The lawsuit alleges that a current employee of the Company violated his non-competition agreement with Illinois Gaming Investors, LLC, and together with the Company, wrongfully solicited prohibited licensed video gaming locations. The lawsuit on its face seeks damages of $10,000,000. The Company is in the process of defending this lawsuit, and has not accrued any amounts as losses related to this suit are not probable or reasonably estimable.

Note 14. Investment in Convertible Note

On July 19, 2019, the Company entered into an agreement to purchase up to $30,000,000 in convertible promissory notes that bear interest at 3% per annum from another terminal operator. The notes mature six months following the satisfaction of administrative conditions. At closing, the Company purchased a $5,000,000 note which is subordinated to the terminal operator’s credit facility. The Company has classified this investment as available for sale. The carrying amount of the investment in convertible note approximates the fair value, in all material respects, as of September 30, 2019 due to the relatively limited passage of time from the original purchase date, the short term maturity of the note and the illiquid nature of an investment in a private entity. On October 11, 2019, the Company purchased a $25,000,000 note which is subordinated to the terminal operator’s credit facility. The Company has the option of converting the notes to common stock of the terminal operator prior to the maturity date.

Note 15. Subsequent Events

On November 20, 2019 (the “Closing Date”), Accel Entertainment, Inc. (f/k/a TPG Pace Holdings Corp.), a Delaware corporation (“New Pace”), consummated a business combination pursuant to that certain Transaction Agreement, dated as of June 13, 2019 (as amended on July 22, 2019 and October 3, 2019 and as it may further be amended from time to time, the “Transaction Agreement”), by and among New Pace, each of the shareholders (“Sellers”) of Accel Entertainment, Inc., an Illinois corporation (“Accel”). Pursuant to the Transaction Agreement and in connection therewith, New Pace acquired, directly or indirectly, all of the issued and outstanding shares of common stock and preferred stock of Accel (the “Accel Stock”) held by the Sellers (the “Stock Purchase”); and, following the closing of the Stock Purchase, Accel merged with and into New Pace LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of New Pace (“NewCo”), with NewCo surviving such merger (the “Merger” and, together with the other transactions contemplated by the Transaction Agreement, the “Business Combination”). In connection with the closing of the Business Combination (the “Closing”), TPG Pace Holdings Corp. changed its name to Accel Entertainment, Inc.

The consideration paid to holders of Accel Stock in connection with the Business Combination and subject to the terms and conditions of the Transaction Agreement, consisted of a mix of consideration comprised of cash consideration equal to the number of shares of Accel Stock for which such holder of Accel Stock made a cash election multiplied by $177 per share (the “Purchase Price”) and share consideration comprised of a number of Class A-1 Shares equal to the number of shares of Accel Stock for which such holder of Accel Stock did not make a cash election multiplied by an exchange ratio calculated by dividing the Purchase Price by the Public Share Value. In addition, each holder of Accel Stock that made a Cash Election with respect to less than 70% of its shares of Accel Stock received its pro rata share, with such pro rata share to be determined with reference to a number of shares equal to 70% of such holder’s shares of Accel Stock less the number of shares of Accel Stock with respect to which such holder made a cash election, of 2,444,444 New Pace Warrants, subject to the conditions set forth in the New Pace Warrant Agreement and 3,000,000 Class A-2 Shares, subject to the conditions set forth in a restricted stock agreement.

In connection with the Business Combination, Accel repurchased approximately 36,157 shares of its stock from certain employees, directors and officers at a repurchase price of $177 per share in order to facilitate (i) the repayment of existing loans to Accel’s executive officers, (ii) the exercise of vested options and (iii) funding any resulting tax obligations from the exercise of such vested options.

On November 13, 2019, in order to refinance Accel’s existing credit facility, for working capital and other general purposes from time to time, and, if required, to facilitate the Closing of the Business Combination, NewCo entered into a credit agreement (the “Credit Agreement”) among NewCo, as borrower, on and after the transactions on the Closing Date, Accel Entertainment, LLC, as a guarantor, the banks, financial institutions and other lending institutions from time to time party thereto, as lenders, the other parties from time to time party thereto and Capital One, National Association, as administrative agent (in such capacity, the “Agent”), collateral agent, issuing bank and swingline lender, providing for (i) a $100.0 million revolving credit facility, including a letter of credit facility with a $10.0 million sublimit and a swing line facility with a $10.0 million sublimit, (ii) a $240.0 million initial term loan facility and (iii) a $135.0 million additional term loan facility.

The obligations under the Credit Agreement will be guaranteed by the post-Business Combination Company, as holdings, and all existing wholly-owned domestic subsidiaries of Accel, subject to certain exceptions (collectively, the “Guarantors”). The obligations under the Credit Agreement are secured by substantially all of assets of NewCo and the Guarantors, subject to certain exceptions. Certain future-formed or acquired wholly owned domestic subsidiaries of Accel will also be required to guarantee the Credit Agreement and grant a security interest in substantially all of their assets (subject to certain exceptions) to secure the obligations under the Credit Agreement.

Borrowings under the Credit Agreement bear interest, at NewCo’s option, at a rate per annum equal to either (a) the adjusted LIBOR rate (“LIBOR”) (which cannot be less than zero) for interest periods of 1, 2, 3 or 6 months (or if consented to by (i) each applicable Lender, 12 months or any period shorter than 1 month or (ii) the Agent, a shorter period necessary to ensure that the end of the relevant interest period would coincide with any required amortization payment ) plus the applicable LIBOR margin or (b) the alternative base rate (“ABR”) plus the applicable ABR margin. ABR is a fluctuating rate per annum equal to the highest of (i) the Federal Funds Effective Rate plus 1?2 of 1.0%, (ii) the prime rate announced from time to time by Capital One, National Association and (iii) LIBOR for a 1-month Interest Period on such day plus 1.0%. The Credit Agreement also includes provisions for determining a replacement rate when LIBOR is no longer available.

Interest is payable quarterly in arrears for ABR loans, at the end of the applicable interest period for LIBOR loans (but not less frequently than quarterly) and upon the prepayment or maturity of the underlying loans. NewCo is required to pay a commitment fee quarterly in arrears in respect of unused commitments under the revolving credit facility and the additional term loan facility. Additionally, NewCo is required to pay an upfront fee with respect to any funded additional term loans.

The applicable LIBOR and ABR margins and the commitment fee rate are calculated based upon the first lien net leverage ratio of NewCo and its restricted subsidiaries on a consolidated basis, as defined in the Credit Agreement. Until the delivery of the initial financial statements under the Credit Agreement, the revolving loans and term loans bear interest, at the option of NewCo, at either (a) ABR plus a margin of 1.25% or (b) LIBOR plus a margin of 2.25%.

The additional term loan facility is available for borrowings until the first anniversary of the Closing Date. Each of the revolving loans and the term loans mature on the fifth anniversary of the Closing Date.

The term loans and, once drawn, the additional term loans will amortize at an annual rate equal to approximately 5.00% per annum. Upon the consummation of certain non-ordinary course asset sales, NewCo may be required to apply the net cash proceeds thereof to prepay outstanding term loans and additional term loans. The loans under the Credit Agreement may be prepaid without premium or penalty, subject to customary LIBOR “breakage” costs.

The Credit Agreement contains certain customary affirmative and negative covenants and events of default, and requires NewCo and certain of its affiliates obligated under the Credit Agreement to make customary representations and warranties in connection with credit extensions thereunder.

In addition, the Credit Agreement requires NewCo to maintain (a) a ratio of consolidated first lien net debt to consolidated EBITDA no greater than 4.50 to 1.00 and (b) a ratio of consolidated EBITDA to consolidated fixed charges no less than 1.20 to 1.00, in each case, tested as of the last day of each full fiscal quarter ending after the Closing Date and determined on the basis of the four most recently ended fiscal quarters of NewCo for which financial statements have been delivered pursuant to the Credit Agreement, subject to customary “equity cure” rights.

If an event of default (as such term is defined in the Credit Agreement) occurs, the lenders would be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement, termination of the lenders’ commitments thereunder, foreclosure on collateral, and all other remedial actions available to a secured creditor. The failure to pay certain amounts owing under the Credit Agreement may result in an increase in the interest rate applicable thereto.

Accel filed a lawsuit on October 7, 2019 in the Circuit Court of Cook County against Jason Rowell and other parties related to Mr. Rowell’s breaches of his non-compete agreement with Accel. Accel alleged that Mr. Rowell and a competitor were working together to interfere with Accel’s customer relationships. That lawsuit, which seeks equitable relief and legal damages, has not yet been served. On November 7, 2019, Mr. Rowell filed a lawsuit in the Circuit Court of Cook County against Accel alleging that he had not received certain equity interests in Accel to which he was allegedly entitled under his agreement. Although Accel has not yet been served with this lawsuit, Accel intends to defend itself against the allegations. Accel does not have a present estimate regarding the potential damages, nor does it believe any payment of damages is probable, and, accordingly, has established no reserves relating to these matters.

EX-99.3

Exhibit 99.3

Ernst & Young LLP (“EY”) prepared the attached Report only for Accel Entertainment Inc. and TPG Pace Holdings, Corp. (“Clients”) pursuant to an agreement solely between EY and Clients. EY did not perform its services on behalf of or to serve the needs of any other person or entity. Accordingly, EY expressly disclaims any duties or obligations to any other person or entity based on its use of the attached Report. Any other person or entity must perform its own due diligence inquiries and procedures for all purposes, including, but not limited to, satisfying itself as to the financial condition and control environment of Client, as well as the appropriateness of the accounting for any particular situation addressed by the Report.

EY did not perform an audit, review, examination, or other form of attestation (as those terms are identified by the AICPA or by the Public Company Accounting Oversight Board) of Clients’ financial statements. Accordingly, EY did not express any form of assurance on Clients’ accounting matters, financial statements, any financial or other information, or internal controls. EY did not conclude on the appropriate accounting treatment based on specific facts or recommend which accounting policy/treatment Clients’ should select or adopt.

The observations relating to accounting matters that EY provided to Clients were designed to assist Clients in reaching its own conclusions and do not constitute our concurrence with or support of Clients’ accounting or reporting. Clients alone are responsible for the preparation of their financial statements, including all of the judgments inherent in preparing them. Discussions and/or accounting analysis in the Report are Clients’ conclusions based on an analysis of relevant guidance and instrument features and incorporated by EY in this document based on verbal discussions with the Client, primarily Eduardo Tamraz and Jeri Kwek.

This information is not intended or written to be used, and it may not be used, for the purpose of avoiding penalties that may be imposed on a taxpayer.

Selected Historical Financial Data of Pace on a Pro Forma Basis

The selected unaudited pro forma condensed combined financial information for the nine months ended September 30, 2019 and year ended December 31, 2018 combines the historical consolidated statements of operations of Pace and Accel giving effect to the Business Combination as if it had been completed on January 1, 2018. The summary unaudited pro forma condensed combined balance sheet as of September 30, 2019 combines the historical unaudited consolidated balance sheets of Pace and Accel giving effect to the Business Combination as if it had been completed on September 30, 2019. The summary unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with the unaudited pro forma condensed combined financial information, including the notes thereto, which is included elsewhere in this filing under “Unaudited Pro Forma Condensed Combined Financial Information.”

The selected unaudited pro forma condensed combined financial information is presented for informational purposes only. The summary unaudited pro forma condensed combined financial information does not purport to represent what the combined company’s results of operations or financial condition would have been had the Business Combination actually occurred on the dates indicated and does not purport to project the combined company’s results of operations or financial condition for any future period or as of any future date. The summary unaudited pro forma condensed combined financial information does not reflect any cost savings that may be realized as a result of the Business Combination or any potential changes in compensation plans. Additionally, the unaudited pro forma adjustments made in the summary unaudited pro forma condensed combined financial information, which are described in those notes, are preliminary and may be revised.

	Year Ended December 31, 2018		Nine Months Ended September 30, 2019
Pro Forma Condensed Combined Statement of Operations Data:
Total revenues	$	388,182,355	$	345,047,674
Operating income	$	25,690,211	$	16,888,551
Net income available to shareholders of Pace	$	8,801,087	$	2,114,130
Earnings per share - basic and diluted	$	0.11	$	0.03
Weighted-average number of shares outstanding during the period - basic and diluted		76,637,470		76,637,470
	As of September 30, 2019
Pro Forma Condensed Combined Balance Sheet Data:
Cash and cash equivalents	$	116,493,879
Property and equipment	$	114,494,974
Total assets	$	500,038,260
Total liabilities	$	415,617,283
Total stockholders’ equity	$	84,420,977

Comparative Historical and Pro Forma Per Share Data

The following table sets forth:

• historical per share information of Pace and Accel for the year ended December 31, 2018 and the nine months ended September 30, 2019;

• unaudited pro forma net income and cash dividends per share information giving effect to the Business Combination as if it had been completed on January 1, 2018; and

• unaudited pro forma per share information of Pace for the year ended December 31, 2018 and the nine months ended September 30, 2019, after giving effect to the Business Combination.

This information is based on, and should be read together with, the selected historical consolidated financial information, the unaudited pro forma condensed combined financial information and the historical consolidated financial information of Pace and Accel and Grand River, and the accompanying notes to such financial statements, that are included elsewhere in this filing. The unaudited pro forma condensed combined per share data are presented for illustrative purposes only and are not necessarily indicative of actual or future financial position or results of operations that would have been realized if the Business Combination had been completed as of the dates indicated or will be realized upon the completion of the Business Combination. Uncertainties that could impact Pace’s financial condition include risks that effect Accel’s operations, any failures of Pace to manage its growth effectively or to respond to the demand of licensed establishment partners following the consummation of the Business Combination, any inability to complete acquisitions and integrate acquired businesses, strict government regulation that is subject to frequent amendment, repeal or new interpretation and general economic uncertainty and the effect of general economic conditions on the gaming industry. For more information on the risks, please see the section entitled “Risk Factors.” You are also urged to read the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.”

	Historical
	Accel		Pace			Pro Forma
Book value per share (1)	$	19.49	$	0.09		$	1.10
Basic net income (loss) per share for the nine months ended September 30, 2019	$	1.98	$	(0.05	)	$	0.03
Basic net income per share for the year ended December 31, 2018	$	3.22	$	0.12		$	0.11
Diluted net income (loss) per share for the nine months ended September 30, 2019	$	1.86	$	(0.05	)	$	0.03
Diluted net income per share for the year ended December 31, 2018	$	2.99	$	0.12		$	0.11
Cash dividends per share	$	—	$	—		$	—

(1) Book value per share = (Total equity)/shares outstanding as of September 30, 2019.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined balance sheet as of September 30, 2019 gives effect to the Business Combination as if it was completed on September 30, 2019. The unaudited pro forma condensed combined income statements for the nine months ended September 30, 2019 and the year ended December 31, 2018 give pro forma effect to the Business Combination as if it was completed on January 1, 2018.

The unaudited pro forma condensed combined balance sheet does not purport to represent, and is not necessarily indicative of, what the actual financial condition of the combined company would have been had the Business Combination taken place on September 30, 2019, nor is it indicative of the financial condition of the combined company as of any future date.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

• the accompanying notes to the unaudited pro forma condensed combined financial statements;

• Pace’s audited financial statements as of and for the year ended, December 31, 2018 and unaudited financial statements as of, and for the nine months ended, September 30, 2019;

• Accel’s audited financial statements as of and for the year ended, December 31, 2018 and unaudited financial statements as of, and for the nine months ended, September 30, 2019, included elsewhere in this filing;

• Grand River’s audited financial statements as of and for the year ended, December 31, 2018 and unaudited financial statements as of, and for the period ended, September 17, 2019; and

• the sections entitled “Pace Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Accel Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination. It has been prepared for informational purposes only and is subject to a number of uncertainties and assumptions as described in the accompanying notes. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the Business Combination, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the results of the combined company.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2019

	Accel		Pace		Pro Forma
	(Historical)		(Historical)		Adjustments					Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	111,221,637	$	79,575	$	429,951,456		(3a	)	$	116,493,879
						(177,468,711	)	(3b	)
						(8,750,000	)	(3c	)
						(28,177,101	)	(3d	)
						48,000,019		(3e	)
						(236,223,408	)	(3f	)
						(3,000,000	)	(3g	)
						10,378,296		(3h	)
						(4,517,883	)	(3i	)
						(25,000,000	)	(3j	)
Prepaid expenses		3,339,581		21,250		—					3,360,831
Income taxes receivable		6,618,850		—		—					6,618,850
Investment in convertible note		5,000,000		—		—					5,000,000
Other current assets		6,981,930		—		—					6,981,930
Total current assets		133,161,998		100,825		5,192,667					138,455,490
Investments held in Trust Account		—		429,732,860		218,596		(3k	)		—
				—		(429,951,456	)	(3a	)
Property and equipment, net		114,494,974		—		—					114,494,974
Route and customer acquisition costs, net		14,220,913		—		—					14,220,913
Location contracts acquired, net		172,410,483		—		—					172,410,483
Goodwill		34,701,570		—		—					34,701,570
Investment in convertible note		—		—		25,000,000		(3j	)		25,000,000
Other assets		754,830		—		—					754,830
Total assets	$	469,744,768	$	429,833,685	$	(399,540,193	)			$	500,038,260
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Line of credit	$	56,000,000	$	—	$	(56,000,000	)	(3h	)	$	—
Current maturities of term loan		14,062,500		—		(14,062,500	)	(3h	)		—
Current portion of route and customer acquisition costs payable		1,694,700		—		—					1,694,700
Accounts payable		9,829,134		—		—					9,829,134
Accrued location gaming expense		3,898,816		—		—					3,898,816
Accrued state gaming expense		5,940,405		—		—					5,940,405
Other accrued expenses		10,968,723		—		—					10,968,723
Accrued professional fees, travel and other expenses		—		5,807,399		—					5,807,399
Current portion of consideration payable		7,503,881		—		—					7,503,881
Related party accounts payable		—		—		—					—
Total current liabilities		109,898,159		5,807,399		(70,062,500	)				45,643,058
Long-term liabilities:
Term loan, less current maturities, net		90,794,005		—		(90,794,005	)	(3h	)		—
Contract draw loan		170,000,000		—		(170,000,000	)	(3h	)		—
Revolving credit facility, net		—		—		48,747,829		(3h	)		48,747,829
Initial term loan facility, net		—		—		233,989,578		(3h	)		233,989,578
Additional term loan facility, net		—		—		58,497,394		(3h	)		58,497,394
Route and customer acquisition costs payable, less current portion		4,723,923		—		—					4,723,923
Consideration payable, less current portion		12,369,923		—		—					12,369,923
Notes payable to Sponsor				3,000,000		(3,000,000	)	(3g	)		—
Deferred underwriting compensation		—		15,750,000		(15,750,000	)	(3c	)		—
Deferred income tax liability		11,645,578		—		—					11,645,578
Other long-term related party payable		—		—		—					—
Total liabilities		399,431,588		24,557,399		(8,371,704	)				415,617,283

	Accel			Pace		Pro Forma
	(Historical)			(Historical)		Adjustments					Pro Forma
Commitments and contingencies:
Class A ordinary shares subject to possible redemption; 43,699,461 shares at a redemption value of $10.00 per share		—			400,276,280		(400,276,280	)	(3l	)		—
Stockholders’ equity (deficit):
Class D Preferred Stock; no par value; 1,500,000 shares authorized; 944,925 shares issued and outstanding (aggregate liquidation preference of $32,458,174)		39,590,222			—		(39,590,222	)	(3b	)		—
Class C Preferred Stock; no par value; 2,400,000 shares authorized; 1,515,029 shares issued and outstanding		21,031,618			—		(21,034,422	)	(3b	)		—
							2,804		(3i	)
Class B Common Stock; no par value; 1,200,000 shares authorized; 662,228 shares issued and 639,228 shares outstanding		1,007,216			—		(1,006,709	)	(3b	)		—
							(507	)	(3i	)
Class A Common Stock; no par value; 1,700,000 shares authorized; 452,868 shares issued and 418,803 shares outstanding		15,481,469			—		(15,482,334	)	(3b	)		—
							865		(3i	)
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding		—			—		—					—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,300,539 shares issued and outstanding (excluding 43,699,461 shares subject to possible redemption)		—			172		(172	)	(3l	)		—
Class F ordinary shares, $0.0001 par value; 20,000,000 shares authorized, 11,250,000 shares issued and outstanding		—			1,125		(1,125	)	(3m	)		—
Class A-1 common stock, par value $0.0001 per share		—			—		4,513		(3b	)		8,030
							4,542		(3l	)
							470		(3e	)
							800		(3n	)
							(2,294	)	(3f	)
Class A-2 common stock, par value $0.0001 per share		—			—		300		(3b	)		500
							200		(3n	)
Class F common stock, par value $0.0001		—			—		1,125		(3m	)		—
							(1,125	)	(3n	)
Additional paid-in capital		9,200,838			—		(104,479,495	)	(3b	)		123,067,091
							400,271,910		(3l	)
							12,217,305		(3o	)
							47,999,549		(3e	)
							125		(3n	)
							(236,221,114	)	(3f	)
							(5,922,026	)	(3i	)
Treasury stock, at cost		(5,520,639	)		—		4,119,658		(3b	)		—
							1,400,981		(3i	)
(Accumulated deficit) / Retained earnings		(10,477,544	)		4,998,709		(28,177,101	)	(3d	)		(38,654,645	)
							7,000,000		(3c	)
							(12,217,305	)	(3o	)
							218,596		(3k	)
Total stockholders’ equity		70,313,180			5,000,006		9,107,791					84,420,977
Total liabilities and stockholders’ equity	$	469,744,768		$	429,833,685	$	(399,540,193	)			$	500,038,260

See accompanying notes to the unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2018

	Accel		Pace			Pro Forma
	(Historical)		(Historical)			Adjustments					Pro Forma
Revenues:
Net video gaming	$	321,710,501	$	—		$	54,754,771		(3aa	)	$	376,465,272
Amusement		4,198,789		—			665,139		(3aa	)		4,863,928
ATM fees and other revenue		6,083,402		—			769,753		(3aa	)		6,853,155
Total net revenues		331,992,692		—			56,189,663					388,182,355
Operating expenses:
Video gaming expenses		210,507,050		—			37,667,994		(3aa	)		248,175,044
General and administrative		58,157,368		—			8,749,532		(3aa	)		66,906,900
Depreciation and amortization of property and equipment		20,781,855		—			6,354,531		(3aa	)		23,488,941
							(3,647,445	)	(3bb	)
Amortization of route and customer acquisition costs and location contracts acquired		14,681,495		—			2,102,017		(3aa	)		20,081,495
							3,297,983		(3cc	)
Professional fees, formation costs and other expenses		—		804,050			—					804,050
Other operating expenses		2,996,398		—			39,316		(3aa	)		3,035,714
Total operating expenses		307,124,166		804,050			54,563,928					362,492,144
Operating income (loss)		24,868,526		(804,050	)		1,625,735					25,690,211
Interest expense (income)		9,643,447		(7,669,551	)		5,668,489		(3aa	)		15,277,953
							7,669,551		(3ee	)
							(5,668,489	)	(3ff	)
							(9,643,447	)	(3gg	)
							15,277,953		(3gg	)
Income before income tax expense		15,225,079		6,865,501			(11,678,322	)				10,412,258
Income tax expense		4,422,415		—			(2,811,244	)	(3hh	)		1,611,171
Net income (loss)	$	10,802,664	$	6,865,501		$	(8,867,078	)			$	8,801,087
Net income per share of stock – basic	$	3.22	$	0.12							$	0.11
Net income per share of stock – diluted	$	2.99	$	0.12							$	0.11
Weighted average shares of stock outstanding – basic		3,352,306		56,250,000			17,035,164		(3ii	)		76,637,470
Weighted average shares of stock outstanding – diluted		3,617,625		56,250,000			16,769,845		(3ii	)		76,637,470

See accompanying notes to the unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2019

	Accel		Pace			Pro Forma
	(Historical)		(Historical)			Adjustments					Pro Forma
Revenues:
Net video gaming	$	293,239,939	$	—		$	40,979,593		(3aa	)		334,219,532
Amusement		4,087,728		—			481,102		(3aa	)		4,568,830
ATM fees and other revenue		5,658,240		—			601,072		(3aa	)		6,259,312
Total net revenues		302,985,907		—			42,061,767					345,047,674
Operating expenses:
Video gaming expenses		193,410,165		—			27,870,028		(3aa	)		221,280,193
General and administrative		51,160,437		—			7,056,468		(3aa	)		58,216,905
Depreciation and amortization of property and equipment		18,664,848		—			3,244,440		(3aa	)		20,597,406
							(1,311,882	)	(3bb	)
Amortization of route and customer acquisition costs and location contracts acquired		13,211,498		—			1,252,628		(3aa	)		17,066,498
							2,602,372		(3cc	)
Professional fees, formation costs and other expenses		—		9,876,929			—					9,876,929
Other operating expenses		7,546,366		—			(114,513	)	(3aa	)		1,121,192
							(6,310,662	)	(3dd	)
Total operating expenses		283,993,314		9,876,929			34,288,879					328,159,123
Operating income (loss)		18,992,593		(9,876,929	)		7,772,888					16,888,551
Interest expense (income)		9,517,593		(7,105,025	)		4,427,380		(3aa	)		12,459,563
							7,105,025		(3ee	)
							(4,427,380	)	(3ff	)
							(9,517,593	)	(3gg	)
							12,459,563		(3gg	)
Income (loss) before income tax expense		9,475,000		(2,771,904	)		(2,274,107	)				4,428,989
Income tax expense		2,750,496		—			(435,637	)	(3hh	)		2,314,859
Net income (loss)	$	6,724,504	$	(2,771,904	)	$	(1,838,470	)			$	2,114,130
Net income per share of stock – basic	$	1.98	$	(0.05	)						$	0.03
Net income per share of stock – diluted	$	1.86	$	(0.05	)						$	0.03
Weighted average shares of stock outstanding – basic		3,403,412		56,131,052			17,103,006		(3ii	)		76,637,470
Weighted average shares of stock outstanding – diluted		3,607,794		56,131,052			16,898,624		(3ii	)		76,637,470

See accompanying notes to the unaudited pro forma condensed combined financial information.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Note 1. Basis of Pro Forma Presentation

Overview

The unaudited pro forma condensed combined financial statements have been prepared assuming the Business Combination is accounted for as reverse recapitalization in accordance with GAAP. Under this method of accounting, Pace will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Accel issuing stock for the net assets of Pace, accompanied by a recapitalization. The net assets of Pace will be stated at historical cost, with no goodwill or other intangible assets recorded. All direct costs of the Business Combination will be recorded as an offset to additional-paid-in-capital, consistent with the accounting for a reverse recapitalization.

On September 17, 2019, Accel completed the acquisition of 100% of the outstanding membership interests of Grand River. The acquisition of Grand River by Accel was accounted for as a business combination under ASC Topic 805, Business Combinations (“ASC 805”) and Accel, as the accounting acquirer, recorded the assets acquired and liabilities assumed at fair value on a preliminary basis.

The acquisition method of accounting uses the fair value concepts defined in ASC Topic 820, Fair Value Measurements (“ASC 820”). In general, ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date by Accel.

ASC 820 defines fair value, establishes a framework for measuring fair value, and sets forth a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to develop the fair value measurements. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for a non-financial asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.

Under ASC 805, acquisition-related transaction costs are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred, or if related to the issuance of debt, capitalized as debt issuance costs. Acquisition-related transaction costs expected to be incurred as part of the business combination and the other related transactions include estimated fees related to advisory, legal and accounting fees.

The pro forma adjustments represent management’s estimates based on information available as of the date of the condensed combined financial statements and do not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs following the Business Combination that are not expected to have a continuing impact. Further, one-time transaction-related expenses anticipated to be incurred prior to, or concurrently with the consummation of the Business Combination are not included in the unaudited pro forma condensed combined statements of operations.

Description of Business Combination

Pursuant to and in connection with the Transaction Agreement, the following transactions will occur:

• the Stock Purchase, including the Business Combination Private Placement;

• the Merger;

• the Pace Domestication;

• the Sponsor Transactions;

• the distribution by Pace Sponsor to Pace Sponsor Members of all of Pace Sponsor’s Class A-1 Shares, Class A-2 Shares and remaining Private Placement Warrants;

• the Director Class F Share Exchange; and

• the Investment Private Placement.

The combined pro forma financial information was prepared with the aggregate consideration for the Business Combination of $642.2 million, amounts payable in the form of $177.5 million in cash, and newly issued Class A-1 Shares valued at $10.30 per share, for presentation purposes.

The following presents the aggregate consideration:

Shares transferred at closing		45,127,798
Value per share	$	10.30
Total share consideration	$	464,706,405
Plus: Cash consideration		177,468,711
Total consideration at closing	$	642,175,116

Note 2. Preliminary Allocation of Purchase Price

On September 17, 2019, Accel announced that it had completed its acquisition of 100% of the outstanding membership interests of Grand River for approximately $100 million in cash. Grand River is a terminal operator in Illinois with over 2,009 VGTs in over 450 licensed establishments.

The total consideration transferred, $114.5 million, includes the amount paid to Grand River’s members plus contingent consideration. The total purchase consideration for the business combination has been allocated to the assets acquired and liabilities assumed based on their estimated fair values with the excess recorded as goodwill. Refer to the preliminary purchase price within Accel’s September 30, 2019 financial statements included elsewhere in this filing.

Note 3. Unaudited Pro Forma Adjustments

The pro forma adjustments to the unaudited pro forma condensed combined balance sheet as of September 30, 2019 consist of the following:

(a) Represents release of cash held in the Trust Account that becomes available to fund the Business Combination.

(b) Close out of the equity of Accel, which is replaced by Class A-1 shares, Class A-2 shares, and cash consideration of $177.5 million in connection with the Business Combination.

(c) To record payment of deferred underwriters’ fees from the Pace IPO, which were payable at the consummation of the Business Combination.

(d) Represents an adjustment to record the payment of estimated costs related to the Business Combination, which are nonrecurring.

(e) Issuance and sale of 4,696,675 Class A-1 Shares at a purchase price of $10.22 per share, or an aggregate of approximately $48 million, in the Investment Private Placement.

(f) Represents redemptions of 22,939,736 Public Shares after September 30, 2019 at per share redemption of $10.30, which is equal to $236.2 million.

(g) Represents repayment of the Sponsor Loan in the amount of $3,000,000.

(h) In conjunction with the closing of the Business Combination, Accel entered into a credit agreement on November 13, 2019 to refinance Accel’s existing financing arrangement. The credit agreement includes (i) a $100 million revolving credit facility, including a letter of credit facility with a $10.0 million sublimit and a swing line facility with a $10.0 million sublimit, (ii) a $240.0 million initial term loan facility and (iii) a $125.0 million additional term loan facility. The new financing arrangement includes draw at close amounts, net of issuance costs, of $48.7 million in the revolving credit facility, $234.0 million in the initial term loan facility, and $58.5 million in the additional term loan facility, with total outstanding borrowings totalling $341.2 million, net of issuance costs of $8.8 million. The revolving loans and term loans bear interest at LIBOR plus a margin of 2.25%.

(i) Represents the exercise of 75,763 fully vested options and 15,750 warrants by certain of Accel’s employees and a repurchase of 36,157 shares of certain of Accel’s employees’ Class A and Class B common stock. Cash received through the exercise totalled $0.4 million. These equity instruments were utilized to repay $1.4 of outstanding loans from shareholders recorded as

contra-equity within additional paid-in capital. The remaining instruments were converted to Class A and Class B common stock and Class C preferred stock from treasury stock prior to the close of the Business Combination. Tax withholding associated with the exercise of the options and warrants totalled $4.9 million and was recorded as a reduction in Cash.

(j) Represent the $25 million convertible promissory note the Company purchased on October 11, 2019, which is subordinated to the terminal operator’s credit facility. The Company has the option of converting the notes to common stock of the terminal operator prior to the maturity date.

(k) Represents the adjustment to TPG Pace Cash Held in Trust for cash earned after September 30, 2019.

(l) Represents the reclassification of the redeemable portion of the Public Shares to permanent equity and conversion of Public Shares to Class A-1 Shares in connection with the Pace Domestication.

(m) Represents the conversion of Founder Shares to Class F Shares in connection with the Pace Domestication.

(n) Surrender of 1,250,000 Class F Shares and exchange of 10,000,000 Class F Shares for 8,000,000 Class A-1 Shares and 2,000,000 Class A-2 Shares in the Class F Share Exchange.

(o) Elimination of historical retained earnings of Pace

The pro forma adjustments to the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2019 and for the year ended December 31, 2018 consist of the following:

(aa) Reflects the recognition of pre-combination activities of Grand River.

(bb) Represents the elimination of historical depreciation expense of Grand River, and recognition of depreciation expense in connection with fair value of property and equipment. The adjustment in depreciation is based on the estimated fair value and Accel’s historical useful lives of 2 years to 39 years and is calculated using the straight-line method. Grand River’s historic useful lives ranged between 3 to 40 years.

	Nine Months Ended			Year Ended
	September 30, 2019			December 31, 2018
Estimated preliminary depreciation expense on property and equipment	$	1,932,558		$	2,707,086
Less: historical depreciation expense		(3,244,440	)		(6,354,531	)
Unaudited pro forma adjustment	$	(1,311,882	)	$	(3,647,445	)

(cc) Represents the elimination of historical amortization expense of Grand River, and recognition of amortization expense in connection with fair value of intangibles related to location contracts acquired. The fair value of identifiable intangible asset is determined using the “income approach”. Amortization expense of fair value intangibles is calculated using the straight-line method over the estimated remaining useful lives of 10 years.

	Nine Months Ended			Year Ended
	September 30, 2019			December 31, 2018
Estimated preliminary amortization expense on intangible assets	$	3,855,000		$	5,400,000
Less: historical amortization expense		(1,252,628	)		(2,102,017	)
Unaudited pro forma adjustment	$	2,602,372		$	3,297,983

(dd) Represents the elimination of transaction costs related to the Business Combination which are nonrecurring.

(ee) Elimination of interest income on the Trust Account. There is no related tax impact.

(ff) Represents the reversal of interest expense on historical Grand River debt.

	Nine Months Ended			Year Ended
	September 30, 2019			December 31, 2018
Historical interest expense and amortization of debt issuance costs		(4,427,380	)		(5,668,489	)
Unaudited pro forma adjustment	$	(4,427,380	)	$	(5,668,489	)

(gg) In conjunction with the closing of the Business Combination, Accel entered into a credit agreement on November 13, 2019, as discussed in tickmark 3h above. Accel refinanced its existing line of credit, term loan, and contract draw loan with balances totalling $330.9 million as of September 30, 2019 into a new financing arrangement. The new financing arrangement includes draw at close amounts, net of issuance costs, of $48.7 million in the revolving credit facility, $234.0 million in the initial term loan facility, and $58.5 million in the additional term loan facility, with total outstanding borrowings totalling $341.2 million, net of issuance costs of $8.8 million. The revolving loans and term loans bear interest at LIBOR plus a margin of 2.25%. The following represents the adjustment to record the interest expense on the refinanced debt as if the debt was borrowed on January 1, 2018, including amortization of debt issuance costs, and the subsequent removal of Accel’s interest expense related to the old debt instruments, as discussed above.

	Nine Months Ended			Year Ended
	September 30, 2019			December 31, 2018
Estimated preliminary interest expense on refinancing arrangement, including amortization of debt issuance costs	$	12,459,563		$	15,277,953
Less: Accel interest expense on historic financing arrangements		(9,517,593	)		(9,643,447	)
Unaudited net pro forma adjustment	$	2,941,970		$	5,634,506

(hh) Represents the net impact on income taxes resulting from an income tax benefit attributable to application of the effective tax rates of 29.44% for September 30, 2019 and 29.05% for December 31, 2018. The tax impacts of the Business Combination were estimated on the applicable law in effect on September 30, 2019, inclusive of the effects of the Tax Act.

	Nine Months Ended			Year Ended
	September 30, 2019			December 31, 2018
Tax Impact on Grand River Acquisition	$	430,479		$	(1,174,420	)
Tax Impact on removal of Accel interest expense on refinanced loans	$	2,801,979		$	2,801,421
Tax Impact on addition of interest expense on refinanced loans		(3,668,095	)		(4,438,245	)
Unaudited pro forma adjustment	$	(435,637	)	$	(2,811,244	)

(ii) As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net income per share assumes that the Pace Shares issuable relating to the Business Combination have been outstanding for the entire period presented.

Weighted average Pace Shares outstanding - basic and diluted is calculated as follows:

Pace Public Shareholders	18,812,997
Pace Initial Shareholders	7,500,000
Private Placement Investors	4,696,675
Donor-Advised Fund	500,000
Accel Shareholders	45,127,798
Pro Forma Shares Outstanding - Basic & Diluted	76,637,470

Comparative Historical and Pro Forma Per Share Data

The following table sets forth:

• historical per share information of Pace for the year ended December 31, 2018 and the nine months ended September 30, 2019;

• historical per share information of Accel for the year ended December 31, 2018 and the nine months ended September 30, 2019;

• unaudited pro forma net income and cash dividends per share information giving effect to the Business Combination as if it had been completed on January 1, 2018; and

• unaudited pro forma per share information of Pace for the year ended December 31, 2018 and the nine months ended September 30, 2019, after giving effect to the Business Combination.

This information is based on, and should be read together with, the selected historical consolidated financial information, the unaudited pro forma condensed combined financial information and the historical consolidated financial information of Accel, and the accompanying notes to such financial statements, that are included elsewhere in this filing. The unaudited pro forma condensed combined per share data are presented for illustrative purposes only and are not necessarily indicative of actual or future financial position or results of operations that would have been realized if the Business Combination had been completed as of the dates indicated or will be realized upon the completion of the Business Combination. Uncertainties that could impact Pace’s financial condition include risks that effect Accel’s operations, any failures of Pace to manage its growth effectively or to respond to the demand of licensed establishment partners following the consummation of the Business Combination, any inability to complete acquisitions and integrate acquired businesses, strict government regulation that is subject to frequent amendment, repeal or new interpretation and general economic uncertainty and the effect of general economic conditions on the gaming industry. For more information on the risks, please see the section entitled “Risk Factors.”

	Historical
	Accel		Pace			Pro Forma
Book value per share (1)	$	19.49	$	0.09		$	1.10
Basic net income (loss) per share for the nine months ended September 30, 2019	$	1.98	$	(0.05	)	$	0.03
Basic net income per share for the year ended December 31, 2018	$	3.22	$	0.12		$	0.11
Diluted net income (loss) per share for the nine months ended September 30, 2019	$	1.86	$	(0.05	)	$	0.03
Diluted net income per share for the year ended December 31, 2018	$	2.99	$	0.12		$	0.11
Cash dividends per share	$	—	$	—		$	—

(1) Book value per share = (Total equity)/shares outstanding as of September 30, 2019.

EX-99.4

Exhibit 99.4

TPG Pace Holdings and Accel Entertainment Announces Closing of Business Combination

Accel to Begin Trading on the NYSE Under the Ticker “ACEL”

Accel Becomes A Leading Pure-Play Publicly Listed Gaming-as-a-Service Provider

CHICAGO, IL and FORT WORTH, TX – November 20, 2019 – TPG Pace Holdings Corp. (“TPG Pace”), a special-purpose acquisition company sponsored by an affiliate of TPG, announced today the completion of its previously announced business combination with Accel Entertainment, Inc. (“Accel” or the “Company”), a leading gaming-as-a-service provider. In connection with the closing, the Company has been renamed Accel Entertainment and will begin trading on the New York Stock Exchange under the ticker symbol “ACEL”, effective November 21.

On June 13, 2019, TPG Pace and Accel Entertainment entered into a definitive business combination agreement. The transaction was approved by more than 98% shareholders of TPG Pace on November 15, 2019. Its Board of Directors had previously approved the business combination and recommended that its shareholders vote in favor of the proposal. With the closing of this transaction, Accel becomes a leading pure-play listed company focusing on gaming-as-a-service.

Karl Peterson, Chairman of Accel Entertainment, commented, “We sought to sponsor the listing of an exciting growth company and with today’s closing we have done exactly that. We look forward to working closely with Andy and the Accel team to execute the next phase of our business strategy as a leading pure-play publicly listed gaming-as-a-service provider.”

Andy Rubenstein, co-founder and President and CEO of Accel Entertainment, stated, “This transaction is an important milestone for Accel and our mission of being the partner of choice for local businesses who want to offer gaming to their customers. It’s an exciting time for Accel Entertainment and I look forward to working with Karl and his team as we pursue the next chapter of our story.”

As previously announced, Accel’s management team, led by Co-Founder and CEO Andy Rubenstein, will continue to lead the Company. With the closing of the transaction, all previously announced Accel Board members have been approved and their positions have taken effect. The Accel Board is comprised of: Karl Peterson, Chairman of the Board; Andy Rubenstein, Accel Co-Founder and CEO; Gordon Rubenstein, Accel Co-Founder; Ken Rotman, Chief Executive Officer and Managing Director at Clairvest Group Inc.; David “Buzz” Ruttenberg, Founder and Chairman Emeritus, Belgravia Group; Eden Godsoe, VP of operations at Zeus Living; and Kathleen Philips, former CFO and Chief Legal Officer of Zillow Group.

About Accel

Accel is the largest terminal operator of slot machines and amusement equipment in the Illinois video gaming market. Starting in October 2012, Accel has been dedicated to providing top of the line care and service to more than 2,200 locations and their customers across the state. For more information, visit http://ir.accelentertainment.com/

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About TPG

TPG is a leading global alternative asset firm founded in 1992 with more than $108 billion of assets under management and offices in Austin, Beijing, Boston, Dallas, Fort Worth, Hong Kong, Houston, London, Luxembourg, Melbourne, Moscow, Mumbai, New York, San Francisco, Seoul, and Singapore. TPG’s investment platforms are across a wide range of asset classes, including private equity, growth equity, real estate, credit, and public equity. TPG aims to build dynamic products and options for its investors while also instituting discipline and operational excellence across the investment strategy and performance of its portfolio. For more information, visit www.tpg.com.

About TPG Pace Group and TPG Pace Holdings

TPG Pace Group is TPG’s dedicated permanent capital platform. TPG Pace Group has a long-term, patient, and highly flexible investor base, allowing it to seek compelling opportunities that will thrive in the public markets. TPG Pace Group has sponsored three special purpose acquisition companies (“SPACs”) and raised more than $2 billion since 2015. The first of these vehicles, Pace Holdings Corp., was used to sponsor the public listing of Playa Hotels and Resorts in March 2017 (NASDAQ: PLYA). The second, TPG Pace Energy Holdings Corp., was used to sponsor the public listing of Magnolia Oil & Gas Corporation in July 2018 (NYSE: MGY). For more information, visit www.tpg.com/tpg-pace-holdings.

Additional Information and Where to Find It

TPG Pace has filed with the SEC a registration statement (the “Registration Statement”), which was declared effective on October 29, 2019 and which includes a proxy statement/prospectus with respect to TPG Pace’s securities to be issued in connection with the proposed business combination contemplated by the amended Transaction Agreement (the “Business Combination”). The Registration Statement and the accompanying definitive proxy statement/prospectus contains important information about the proposed Business Combination and related matters. COMPANY SHAREHOLDERS ARE URGED AND ADVISED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS. The Registration Statement, the definitive proxy statement/prospectus, other relevant materials and any other documents filed by the Company with the SEC may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, shareholders will be able to obtain free copies of the Registration Statement by directing a request to: TPG Pace Holdings Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102, email: pace@tpg.com.

Participants in the Solicitation

TPG Pace, Accel and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the TPG Pace’s shareholders in connection with the proposed Business Combination. Information about TPG Pace’s directors and executive officers is set forth in TPG Pace’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on February 13, 2019. These documents are available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to: TPG Pace Holdings Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102, email: pace@tpg.com. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Company shareholders in connection with the proposed Business Combination are set forth in the Registration Statement for the proposed Business Combination. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed Business Combination is included in the Registration Statement that TPG Pace has filed with the SEC.

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Media Contacts:

For TPG

Luke Barrett / Courtney Power

415 743-1550

media@tpg.com

For Accel

Eric Bonach

Abernathy MacGregor

212-371-5999

ejb@abmac.com

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