REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2017 • TPG Pace Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 27, 2017, is made and entered into by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (the “Company”), and TPG Pace II Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
40,000,000 Units1 TPG Pace Holdings Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2017 • TPG Pace Holdings Corp. • Blank checks • New York
TPG Pace Holdings Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 40,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein
TPG Pace Holdings Corp. c/o TPG Capital LP Fort Worth, TX 76102TPG Pace Holdings Corp. • June 7th, 2017 • Blank checks • New York
TPG Pace Holdings Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer TPG Pace II Sponsor, LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”) has made to purchase 11,500,000 of the Company’s Class F ordinary shares (the “Shares”), $0.0001 par value per share (the “Class F Shares”), up to 1,500,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class F Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class F Shares will convert into Class A Shares on a one-for-one basis, subject to adjustment, upon
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 30th, 2017 • TPG Pace Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of June 27, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between TPG Pace Holdings Corp., a Cayman Islands exempted company (the “Company”), and TPG Pace II Sponsor, LLC, a Cayman Islands limited liability company (the “Purchaser”).
TPG PACE HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2017Warrant Agreement • April 12th, 2017 • TPG Pace Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2017, is by and between TPG Pace Holdings Corp., a Cayman Islands exempted company (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”).
Accel Entertainment, Inc. Class A-1 Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • September 28th, 2020 • Accel Entertainment, Inc. • Services-amusement & recreation services • New York
Accel Entertainment, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,000,000 shares (the “Firm Shares”) of Class A-1 common stock, par value $0.0001 per share (“Stock”), of the Company and, at the election of the Underwriters, up to an additional 1,200,000 shares (the Optional Shares”) of Stock of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
TPG PACE HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 27, 2017Warrant Agreement • June 30th, 2017 • TPG Pace Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 27, 2017, is by and between TPG Pace Holdings Corp., a Cayman Islands exempted company (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”).
INDEMNITY AGREEMENTIndemnity Agreement • June 30th, 2017 • TPG Pace Holdings Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of June 27, 2017 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INDEMNITY AGREEMENTIndemnity Agreement • November 26th, 2019 • Accel Entertainment, Inc. • Blank checks • Delaware
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 30th, 2017 • TPG Pace Holdings Corp. • Blank checks • New York
Underwriting AgreementAccel Entertainment, Inc. • September 21st, 2020 • Services-amusement & recreation services • New York
Accel Entertainment, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated in this agreement (this "Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of [•] shares of Class A-1 common stock, par value $0.0001 per share ("Stock"), of the Company and, at the election of the Underwriters, up to an additional [•] shares of Stock and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [•] shares of Stock and, at the election of the Underwriters, up to [•] additional shares of Stock. The aggregate of [•] shares to be sold by the Company and the Selling Stockholders is herein called the "Firm Shares" and the aggregate of [•] additional shares to be sold by the Company and the Selling Stockholders is herein called the "Optional Shares". Th
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 7th, 2017 • TPG Pace Holdings Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 12th, 2017 • TPG Pace Holdings Corp. • Blank checks • New York
June 27, 2017Letter Agreement • June 30th, 2017 • TPG Pace Holdings Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one Warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to a
TPG Pace Holdings Corp.TPG Pace Holdings Corp. • June 7th, 2017 • Blank checks
This letter will confirm our agreement that, commencing on the date the securities of TPG Pace Holdings Corp. (the “Company”) are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), TPG Global, LLC (“TPG”), an affiliate of our sponsor, TPG Pace II Sponsor, LLC, shall make available to the Company, at 301 Commerce St., Suite 3300, Fort Worth, TX 76102 (or any successor location), certain office space, administrative and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay TPG the sum of $20,000 per month on the Listing Da
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among TPG Pace Holdings Corp., a Cayman Islands exempted...Letter Agreement • April 12th, 2017 • TPG Pace Holdings Corp. • Blank checks
SUBSCRIPTION AGREEMENTSubscription Agreement • June 13th, 2019 • TPG Pace Holdings Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 13th day of June, 2019, by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (the “Issuer”), and [●] (“Subscriber”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2022 • Accel Entertainment, Inc. • Services-amusement & recreation services • Illinois
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of April 24, 2022 by Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Mathew Ellis (“Executive”) and amends and restates the employment agreement entered into by and between the Company and Executive dated as of June 6, 2019, and amended and restated as of January 1, 2021 (the “Prior Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2019 • Accel Entertainment, Inc. • Blank checks • New York
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
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 7th, 2019 • TPG Pace Holdings Corp. • Blank checks • Illinois
If, as a result of any restatement of or other adjustment to the financial statements of Accel Inc. or for any other reason, Administrative Agent determines that (i) the Total Net Debt to EBITDA Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Net Debt to EBITDA Ratio would have resulted in different pricing for any period, then (a) if the proper calculation of the Total Net Debt to EBITDA Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, for the benefit of the Lenders, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; and (b) if the proper calculation of the Total Net Debt to EBITDA Ratio would have resulted in lower pricing for such period, neither A
EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of March 8, 2020 (the “Effective Date”), by Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Michael Marino (“Executive”)....Employment Agreement • March 16th, 2020 • Accel Entertainment, Inc. • Services-amusement & recreation services • Illinois
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 28th, 2023 • Accel Entertainment, Inc. • Services-amusement & recreation services
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is dated as of April 27, 2023, and amends the Executive Employment Agreement, dated as of July 15, 2020, between Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Andrew Rubenstein (“Executive” and, together with the Company, the “Parties” and each, a “Party”).
TPG PACE HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of November 20, 2019Warrant Agreement • November 26th, 2019 • Accel Entertainment, Inc. • Blank checks • New York
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”).
ADVISOR AGREEMENTAdvisor Agreement • March 4th, 2020 • Accel Entertainment, Inc. • Services-amusement & recreation services
This ADVISOR AGREEMENT (this “Agreement”) is entered as of February 28, 2020 (the “Effective Date”) by Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Gordon Rubenstein (the “Advisor”).
MUTUAL SUPPORT AGREEMENTMutual Support Agreement • November 7th, 2019 • TPG Pace Holdings Corp. • Blank checks • Delaware
This MUTUAL SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2019, by and among (i) Clairvest Equity Partners V Limited Partnership, an Ontario limited partnership (“CEP V”), Clairvest Equity Partners V-A Limited Partnership, an Ontario limited partnership (“CEP V-A”), and CEP V Co-Investment Limited Partnership, a Manitoba limited partnership (“CEP Co-Invest”, and together with CEP V and CEP V-A, the “Clairvest Investors”) and (ii) Mr. Andrew Rubenstein, an individual, and Mr. Gordon Rubenstein, an individual (and together with Mr. A. Rubenstein, the “Rubenstein Parties”).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • July 18th, 2023 • Accel Entertainment, Inc. • Services-amusement & recreation services
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is dated as of July 15, 2023, and amends the Employment Agreement, dated as of July 16, 2020, between Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Derek Harmer (“Executive” and, together with the Company, the “Parties” and each, a “Party”).
EXECUTION VERSION AMENDMENT NO. 1 This AMENDMENT NO. 1, dated as of August 4, 2020 (this “Amendment”), is entered into by and among ACCEL ENTERTAINMENT LLC, a Delaware limited liability company (the “Borrower”), ACCEL ENTERTAINMENT, INC. a Delaware...Accel Entertainment, Inc. • August 6th, 2020 • Services-amusement & recreation services • New York
SECURITIES PURCHASE AGREEMENT among CENTURY GAMING, INC., as the Company, the shareholders of CENTURY GAMING, INC., as Sellers, ACCEL ENTERTAINMENT, INC., as Buyer, ACCEL ENTERTAINMENT LLC, as Buyer, and STEVEN W. ARNTZEN as the Seller Representative...Securities Purchase Agreement • March 2nd, 2021 • Accel Entertainment, Inc. • Services-amusement & recreation services • Delaware
This Securities Purchase Agreement (this “Agreement”), dated as of March 2, 2021, is entered into among Century Gaming, Inc., a Montana corporation (the “Company”), the shareholders of the Company (the “Shareholders” or the “Sellers”), Accel Entertainment, Inc., a Delaware corporation (“Accel”), Accel Entertainment LLC, a Delaware limited liability company (“Accel Sub” and, together with Accel, collectively, “Buyer”), and Steven W. Arntzen (the “Seller Representative”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 26th, 2019 • Accel Entertainment, Inc. • Blank checks • New York
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.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2023 • Accel Entertainment, Inc. • Services-amusement & recreation services
This Amendment No. 1 to Employment Agreement (this “Amendment”) is dated as of February 24, 2023, and amends the Employment Agreement, dated as of March 15, 2021, between Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Mark Phelan (“Employee” and, together with the Company, the “Parties” and each, a “Party”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 20th, 2020 • Accel Entertainment, Inc. • Services-amusement & recreation services • Illinois
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of July 15, 2020 (the “Effective Date”), by Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Andrew Rubenstein (“Executive”) and amends and restates the employment agreement entered into by and between the Company and Executive dated as of January 28, 2013 and amended effective as of December 13, 2016 and January 31, 2019 (collectively, the “Prior Agreement”).
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 20th, 2019 • TPG Pace Holdings Corp. • Blank checks • New York
This Amendment No. 1 (this “Amendment”) to the Investment Management Trust Agreement (as defined below) is made by and between TPG Pace Holdings Corp., a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms used herein but not specifically defined shall have the meanings ascribed to such terms in the Investment Management Trust Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2019 • TPG Pace Holdings Corp. • Blank checks • Illinois
This Employment Agreement (“Agreement”) is dated as of March 18, 2014 by and between Brian Carroll (“Employee”) and Accel Entertainment, LLC, an Illinois limited liability company (the “Company”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2021 • Accel Entertainment, Inc. • Services-amusement & recreation services • Illinois
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of November 10, 2021 (the “Effective Date”) by Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Brian Carroll (“Employee”), and shall commence the earlier of April 30, 2022 or such date that a new Chief Financial Officer has started employment at the Company, or such other date as the parties may agree (the “Commencement Date”), and amends and restates the amended and restated Employee employment agreement entered into by and between the Company and Employee dated as of July 16, 2020 (the “Prior Agreement”).
TENDER AND EXCHANGE AGREEMENT TENDER AND EXCHANGE AGREEMENT (this “Agreement”) dated as of June 18, 2020 by and among Accel Entertainment, Inc. (the “Company”) and each of the persons listed on Schedule A hereto (collectively, the “Warrant Holders,”...Tender and Exchange Agreement Tender and Exchange Agreement • August 6th, 2020 • Accel Entertainment, Inc. • Services-amusement & recreation services
