tenderandexchangeagreeme






                    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,” and each a “Warrant Holder”).                                   W I T N E S E T H:    WHEREAS, the Company has issued warrants in connection with (i) the Company’s initial public   offering (the “IPO”) based on an exemption from registration under the Securities Act of 1933 (the   “TPG Warrants”) and (ii) the transactions contemplated by that certain Transaction Agreement,   dated as of June 13, 2019, by and among the Company (formerly known as TPG Pace Holdings   Corp.), the sellers named therein, and David W. Ruttenberg and John S. Bakalar (as successor to   Gordon Rubenstein), each in their capacities as shareholder representatives, with such transactions   being consummated on November 20, 2019 (such warrants, together with the TPG Warrants, the   “Private Warrants”);     WHEREAS, the Company has also issued public warrants currently listed on the NYSE under the   symbol “ACEL.WS” that were originally sold as part of the units in the Company’s IPO (the   “Public Warrants” and, together with the Private Warrants, the “Warrants”);    WHEREAS,  each  Warrant  entitles  its  holder  to  purchase  one  share  of  the  Company’s  Class   A-1 common stock, par value $0.0001 (“Class A-1 Common Stock”), for a purchase price of   $11.50, subject to certain adjustments;     WHEREAS, the Company is considering effecting, pursuant to the terms of the Public Warrants,   a redemption and exchange of the Public Warrants for shares of Class A-1 Common Stock, based   on an exchange ratio and subject to other terms and conditions as further described in the terms of   the Public Warrants (the “Redemption”);     WHEREAS, in connection with such Redemption, the Company intends to subsequently offer an   exchange offer (the “Exchange Offer”), pursuant to a registration statement on Form S-4 to be   filed with the Securities and Exchange Commission (the “Registration Statement”), to offer the   holders of the Private Warrants the opportunity to exchange their Private Warrants for shares of   Class A-1 Common Stock, based on the same exchange ratio as used for the Public Warrants in   the Redemption and subject to other terms and conditions to be disclosed in the Registration   Statement;    WHEREAS, as of the date hereof, the Warrant Holders beneficially own more than 90% of the  issued and outstanding Private Warrants;   WHEREAS, the Warrant Holders desire to give assurances to the board of directors of the   Company (the “Board”) in connection with approving the Redemption that the Warrant Holders  will accept the Exchange Offer when initiated by the Company; and 





 






                                                                                   WHEREAS, as an inducement to the Board’s willingness to approve the Redemption and the   Company’s willingness to pursue the Exchange Offer, each Warrant Holder has agreed to enter   into this Agreement.     NOW, THEREFORE, in consideration of the foregoing and the respective representations,   warranties, covenants and agreements set forth herein and for other good and valuable   consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,   intending to be legally bound, do hereby agree as follows:     Section 1.01 Agreement to Tender. Each Warrant Holder shall, when the Exchange Offer is   initiated and the Registration Statement is filed with the Securities Exchange Commission, validly   tender or cause to be tendered to the Company all Private Warrants beneficially owned by such   Warrant Holder, free and clear of all liens, pursuant to and in accordance with the terms of the   Exchange Offer as described in the Registration Statement no later than the scheduled or extended   expiration time of the Exchange Offer; provided, that the final exchange ratio for the Exchange   Offer shall be the same exchange ratio as applicable to the Public Warrants in the Redemption.   Each Warrant Holder agrees that, notwithstanding anything to the contrary in the Registration   Statement, after a Warrant Holder validly tenders his, her or its Private Warrants to the Company   in accordance with the terms of the Registration Statement, such Warrant Holder may not withdraw   or cause to be withdrawn the tender of any of such Private Warrants from the Exchange Offer,   unless this Agreement is terminated pursuant to Section 1.08 hereof.       Section 1.02 Ownership of Warrants. Each Warrant Holder represents and warrants to the   Company, as of the date hereof and as of the date of tender of such Warrant Holder’s Private   Warrants in accordance with this Agreement, that such Warrant Holder is the sole beneficial owner  of the number of Private Warrants set forth opposite such Warrant Holder’s name on Schedule A,   and has good and marketable title to such Private Warrants free and clear of any liens, options,   rights, or any other encumbrances, limitations or restrictions whatsoever (other than those   restrictions imposed by applicable securities laws, this Agreement, the Warrant Agreement, dated   June 27, 2017, by and between the Company and Continental Stock Transfer & Trust Company,   as warrant agent (the “Warrant Agent”), and/or the Warrant Agreement, dated November 20, 2019,   by and between the Company and the Warrant Agent). Each Warrant Holder agrees it shall not   transfer any Private Warrants to any person (other than the Company in connection with the  Exchange Offer) unless such person acquiring such Private Warrants signs a joinder to this   Agreement agreeing to be bound by all terms and conditions of this Agreement.     Section 1.03 Company Representations and Warranties. The Company represents and warrants to   each Warrant Holder, as of the date of tender of such Warrant Holder’s Warrants in accordance   with this Agreement, that the Company has obtained any and all required regulatory and/or third-  party approvals to effectuate the Exchange Offer contemplated by this Agreement.     Section 1.04 Company Covenants. The Company agrees that it shall take all steps reasonably   necessary or desirable to commence the Exchange Offer and Solicitation as soon as practicable   consistent with this Agreement, and agrees to take all steps necessary to update the Registration   Statement as required by applicable laws and regulation, and that the Registration Statement, when   declared effective, will comply with all applicable Securities and Exchange Commission   requirements.  





 






                                                                                 Section 1.05 Specific Performance. The parties hereto 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 an injunction or injunctions to prevent breaches of this  Agreement or to enforce specifically the performance of the terms and provisions hereof, in  addition to any other remedy to which they are entitled at law or in equity.    Section 1.06 U.S. Federal Income Tax Treatment. The exchange of Private Warrants for shares of  Class A-1 Common Stock pursuant to the Exchange Offer is intended to qualify as a reorganization  pursuant to Section 368 of the Internal Revenue Code of 1986, as amended, and the parties shall  not take any position inconsistent therewith unless otherwise required by applicable law.    Section 1.07 Section 16 Matters. The Company agrees with each of the Warrant Holders that the  Board (or an appropriate committee thereof) shall adopt resolutions approving the transactions  contemplated by the Exchange Offer and this Agreement, including, but not limited to, the  disposition of Private Warrants to the Company and the acquisition of shares of Class A-1  Common Stock from the Company by each of the Warrant Holders, to exempt such transactions  from Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange  Act”), pursuant to Rule 16b-3 thereunder for each of the Warrant Holders and certain persons  affiliated therewith that are subject to Section 16 of the Exchange Act. The Company shall provide  the Warrant Holders with copies of any resolutions proposed to be adopted in connection with the  foregoing prior to such adoption. Notwithstanding anything to the contrary in this Agreement, if  resolutions satisfactory to the Warrant Holders have not been adopted beforehand as contemplated  by this Section 1.07 of this Agreement, Warrant Holders shall not be obligated to tender or cause  to be tendered any Private Warrants pursuant to the Exchange Offer or to deliver any consent to  the Solicitation.    Section 1.08 Termination. This Agreement shall terminate as to all Warrant Holders upon written  notice to all the Warrant Holders by the Company, or upon the earlier of (i) the date the Company’s  board of directors or a committee thereof determines to no longer pursue the Exchange Offer, and  (ii) September 30, 2020.    Section 1.09 Warrant Holder Obligations Several and Not Joint. The obligations of each Warrant  Holder hereunder shall be several and not joint, and no Warrant Holder shall be liable for any  breach of the terms of this Agreement by any other Warrant Holder.                                [Signature Page Follows]                                                                                    





 






                                                                                                                                                            Schedule A                                                                                                            Number of                                                                    Private  Name                                                             Warrants  TPG Pace Governance, LLC                                          2,439,812  Peterson Capital Partners, L.P.                                   1,519,467  TPG Pace II Sponsor Successor, LLC                                  929,610  Andrew H. Rubenstein                                                224,066  Brian Carroll                                                        18,681  CEP V Co-Investment Limited Partnership                             299,052  Clairvest Equity Partners V Limited Partnership                     586,449  Clairvest Equity Partners V-A Limited Partnership                   111,339  David W. Ruttenberg, solely as trustee, or his successors in trust, of the 32,175  David W. Ruttenberg Revocable Trust, as now or hereafter amended  Derek Harmer                                                          9,940  Fund Indy LLC                                                       103,966  Gordon S. Rubenstein                                                 21,388  Gordon S. Rubenstein and Krista M. Ramonas Joint Revocable Trust      8,648  Grant Place Fund LLC                                                 11,473  Harry R, LLC                                                        252,922  Jeffrey C. Rubenstein                                                21,098  Jeffrey C. Rubenstein, as trustee, or his successors in trust, of the Susan 150,683  Rubenstein Family Trust  Michael Pappas                                                      110,033  The PrivateBank & Trust Company, as Custodian of the Gordon          32,526  Rubenstein SEP IRA                                          





 






                                                                                       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly  executed as of the date first above written.                                              COMPANY:                                                                                        ACCEL ENTERTAINMENT, INC.                                                                                        By:                                                                       Name: Andrew Rubenstein                                            Title: President and Chief Executive                                                  Officer                                                                                                                                                                                                                                                                  





 






IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                        TPG PACE GOVERNANCE, LLC                                                                                        By:                                                                             Michael LaGatta                                           Name:                                                                           Vice President                                           Title:                                                                                                         





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                        PETERSON CAPITAL PARTNERS, L.P.                                                                                        By:                                                                                                                         Karl Peterson                                           Name:                                                                                                                 Title:  President                                                                                                  





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                        TPG PACE II SPONSOR SUCCESSOR,                                            LLC                                                                                        By:                                                                             Michael MacDougall                                           Name:                                                                                                                 Title:  Owner                                                                                                      





 






IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                                                                                                                                        Andrew H. Rubenstein                                                                                                                             





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                                                                                                                                        Brian Carroll                                                                                                                                 





 






      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly  executed as of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                        CEP V CO-INVESTMENT LIMITED                                           PARTNERSHIP                                                                                       By:                                                                                                                   Name: Ken Rotman                                                                                        Title: Chief Executive Officer                                                                                                                                    By:                                                                                                                   Name:  Jim Miller                                                                                        Title: Secretary                                               





 






      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly  executed as of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                        CLAIRVEST EQUITY PARTNERS V                                            LIMITED PARTNERSHIP                                                                                        By:                                                                                                                   Name: Ken Rotman                                                                                        Title: Chief Executive Officer                                                                                                                                    By:                                                                                                                   Name:  Jim Miller                                                                                        Title: Secretary 





 






      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly  executed as of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                        CLAIRVEST EQUITY PARTNERS V-A                                            LIMITED PARTNERSHIP                                                                                        By:                                                                                                                   Name: Ken Rotman                                                                                        Title: Chief Executive Officer                                                                                                                                    By:                                                                                                                   Name:  Jim Miller                                                                                        Title: Secretary 





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                        DAVID W. RUTTENBERG, SOLELY  AS                                            TRUSTEE, OR HIS SUCCESSORS IN                                            TRUST, OF THE DAVID W.                                            RUTTENBERG REVOCABLE TRUST,                                            AS NOW OR HEREAFTER AMENDED                                                                                        By:                                                                              David W. Ruttenberg                                           Name:                                                                                                                 Title:  trustee                                                                                                    





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                                                                                                                                        Derek Harmer                                                                                                                                 





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                        FUND INDY LLC                                                                                        By:                                                                                                                   Name:  Gordon Rubenstein                                                                                              Title:  Person                                                                                                     





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                                                                                                                                        Gordon S. Rubenstein                                                                                                                                 





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                        GORDON S. RUBENSTEIN AND                                            KRISTA M. RAMONAS JOINT                                            REVOCABLE TRUST                                                                                        By:                                                                                                                         Gordon Rubenstein                                           Name:                                                                                                                 Title:  Person                                                                                                     





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                        GRANT PLACE  FUND LLC                                                                                        By:                                                                                                                         David W. Ruttenberg                                           Name:                                                                                                                 Title:  trustee                                                                                                    





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                        HARRY R, LLC                                                                                        By:                                                                             Andy Rubenstein                                           Name:                                                                                                                 Title:  Mgr                                                                                                        





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                                                                                                                                        Jeffrey C. Rubenstein                                                                                                                                 





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                        JEFFREY C. RUBENSTEIN, AS                                            TRUSTEE, OR HIS SUCCESSORS IN                                            TRUST, OF THE SUSAN RUBENSTEIN                                            FAMILY TRUST                                                                                        By:                                                                             Jeff Rubenstein                                           Name:                                                                                                                 Title:  Trustee                                                                                                    





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                                                                                                                                        Michael Pappas                                                                                                                                                                         





 






   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as  of the date first above written.                                                                                                                                                                                  WARRANT HOLDER:                                                                                        THE PRIVATEBANK & TRUST                                            COMPANY, AS CUSTODIAN OF THE                                            GORDON RUBENSTEIN SEP  IRA                                                                                        By:                                                                                                                         Gordon Rubenstein                                           Name:                                                                                                                 Title:  Person