X0306 4 2019-11-20 0 0001698991 Accel Entertainment, Inc. ACEL 0001794156 Rubenstein Andrew H. C/O ACCEL ENTERTAINMENT, INC. 140 TOWER DRIVE BURR RIDGE IL 60527 1 1 1 0 CEO and President Class A-1 Common Stock 2019-11-20 4 A 0 4034216 A 4034216 D Class A-1 Common Stock 2019-11-20 4 A 0 4120950 A 4120950 I See Footnote Class A-2 Common Stock 2019-11-20 4 A 0 274985 0.00 A Class A-1 Common Stock 274985 274985 D Class A-2 Common Stock 2019-11-20 4 A 0 310398 0.00 A Class A-1 Common Stock 310398 310398 I See Footnote Warrants 11.50 2019-11-20 4 A 0 224066 0.00 A 2024-11-20 Class A-1 Common Stock 224066 224066 D Warrants 11.50 2019-11-20 4 A 0 252922 0.00 A 2024-11-20 Class A-1 Common Stock 252922 252922 I See Footnote Under the terms of the Transaction Agreement, dated as of June 13, 2019, as amended, by and among the Issuer, each of the shareholders of Accel Entertainment, Inc. ("Accel") named as Sellers therein, and the Shareholder Representatives named therein (the "Transaction Agreement"), 526,503 shares of the Common Stock of Accel held directly and indirectly by the Reporting Person were exchanged for (i) cash payments in the aggregate amount of $9,212,684.21, (ii) 8,155,166 shares of the Issuer's Class A-1 Common Stock, (iii) 585,383 shares of the Issuer's Class A-2 Common Stock, and (iv) warrants to purchase an aggregate of 476,988 shares of the Issuer's Class A-1 Common Stock. Securities are held by Harry R, LLC, of which the Reporting Person is the sole Member. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. The Issuer's Class A-2 Common Stock will be eligible to convert into an equal number of the Issuer's Class A-1 Common Stock in three separate tranches upon the satisfaction of certain predetermined stock price or earnings thresholds as set forth in the Restricted Stock Agreement dated as of November 20, 2019, by and among the Issuer, the Reporting Person and the other persons party thereto. If the Issuer undergoes an Acceleration Event (as defined therein) and the satisfaction of the applicable stock price or earnings thresholds cannot be determined at that time, then each share of Class A-2 Common Stock not previously converted into Class A-1 Common Stock will convert into Class A-1 Common Stock immediately prior to the consummation of such Acceleration Event. The Class A-2 Common Stock has no expiration date. The warrants will become exercisable 30 days after the closing of the business combination contemplated by the Transaction Agreement (the "Closing"). The Issuer is required to use its best efforts to file with the U.S. Securities and Exchange Commission, within 15 business days of the Closing, a registration statement for the registration of Class A-1 Common Stock issuable upon exercise of the warrants. /s/Derek Harmer, Attorney-in-fact for Andrew H. Rubenstein 2019-11-22