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”).
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
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”).
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. 2 TO TRANSACTION AGREEMENTTransaction Agreement • November 26th, 2019 • Accel Entertainment, Inc. • Blank checks
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).
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, 2019Membership Interest Purchase Agreement • November 26th, 2019 • Accel Entertainment, Inc. • Blank checks • Illinois
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”).
AMENDMENT NO. 1 TO TRANSACTION AGREEMENTTransaction Agreement • November 26th, 2019 • Accel Entertainment, Inc. • Blank checks • New York
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).
