Exhibit 2.1

EXECUTION VERSION

TRANSACTION AGREEMENT

AMONG

TPG PACE HOLDINGS CORP.,

THE SELLERS NAMED HEREIN,

AND

DAVID RUTTENBERG AND GORDON RUBENSTEIN,

as SHAREHOLDER REPRESENTATIVES

Dated as of June 13, 2019

Table of Contents

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Table Of Contents

(Continued)

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EXHIBITS:

ANNEXURES:

SCHEDULES:

Schedule 1 – Sellers

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TRANSACTION AGREEMENT

This TRANSACTION AGREEMENT, dated as of June 13, 2019 (this “ Agreement ”), is made by and among , TPG Pace Holdings Corp., a Cayman Islands exempted company (“ Parent ”) each of the Persons set forth on Schedule 1 hereto (each, a “ Seller ” and collectively, the “ Sellers ”) and David Ruttenberg and Gordon Rubenstein, (each in their capacity as a “ Shareholder Representative ” and collectively, the “ Shareholder Representatives ”).

WHEREAS, Parent is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, immediately prior to the Stock Purchase (as defined below) and subject to the conditions of this Agreement, Parent intends to domesticate (or transfer by way of continuation as a matter of Cayman Islands law) as a Delaware corporation (the “ Parent Domestication ”) in accordance with Section 388 of the Delaware General Corporation Law, as amended (the “ DGCL ”) and the Cayman Islands Companies Law (2018 Revision) (the “ Cayman Law ”), whereupon, (i) each Class A ordinary share of Parent (“ Existing Parent Class  A Shares ”) shall be converted into one share of Class A-1 common stock, par value $0.0001 per share, of Parent (“ New Parent Class  A-1 Stock ”), (ii) each Class F ordinary share of Parent (“ Existing Parent Class  F Shares ”) shall be converted into one share of Class F common stock, par value $0.0001 per share, of Parent (“ New Parent Class  F Stock ”), and (iii) the Private Placement Warrants and Public Warrants, in each case, shall entitle the holder to acquire a corresponding number of shares of New Parent Class A-1 Stock on the same terms as in effect immediately prior to the effective time of the Parent Domestication;

WHEREAS, as of the date hereof, the Sellers collectively own all of the issued and outstanding Company Stock (as defined below), Company Warrants (as defined below) and Company Options (as defined below) of Accel Entertainment, Inc., an Illinois corporation (the “ Company ”);

WHEREAS, Parent desires to acquire, directly or indirectly, all of the issued and outstanding Company Stock held by the Sellers on the terms and subject to the conditions set forth herein (the “ Stock Purchase ”);

WHEREAS, concurrently with the execution of this Agreement, each of the Persons set forth on Schedule 1 hereto who have duly executed and delivered a signature page to this Agreement as of the date hereof is entering into a drag along agreement substantially in the form attached hereto as Exhibit A (the “ Drag-Along Agreement ”) pursuant to which each such Person shall agree to exercise their drag-along rights pursuant to and in accordance with the Company Certificate and the Company Shareholders Agreement in a manner so as to facilitate consummation of the transactions contemplated by this Agreement;

WHEREAS, each of the Persons set forth on  Schedule 1  hereto who has not duly executed and delivered a signature page to this Agreement as of the date hereof, shall, in accordance with such Person’s drag-along obligations as set forth in the Company Certificate and the Company Shareholders Agreement, duly execute and deliver to Parent a joinder to this Agreement substantially in the form attached to the Drag-Along Agreement pursuant to which such Person shall become bound by the terms and conditions of this Agreement as a Seller;

WHEREAS, following the Closing, the Company shall merge with and into New Pace LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“ NewCo ”), the separate corporate existence of the Company shall cease and NewCo shall be the surviving company and a direct wholly-owned subsidiary of Parent (the “ Merger ”) (NewCo, in its capacity as surviving company of the Merger, is sometimes referred to as the “ Surviving NewCo ”);

WHEREAS, as of the date of this Agreement, TPG Pace II Sponsor, LLC, a Cayman Islands limited liability company (including, as applicable, its successors and assigns), (“ Parent Sponsor ”), and certain directors of Parent own all of the issued and outstanding Existing Parent Class F Shares;

WHEREAS, concurrently with the execution of this Agreement, Parent Sponsor is entering into a letter agreement substantially in the form attached hereto as Exhibit B (the “ Parent Sponsor Support Agreement ”) pursuant to which Parent Sponsor shall agree to the following steps: (a) surrender 1,250,000 shares of New Parent Class F Stock to Parent for cancellation, with (i) 7,800,000 of the remaining shares of New Parent Class F Stock that are owned by Parent Sponsor being exchanged for an equal number of validly issued, fully paid and non-assessable shares of New Parent Class A-1 Stock, and (ii) 2,000,000 of the remaining shares of New Parent Class F Stock that are owned by Parent Sponsor being exchanged 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 Parent (“ New Parent Class  A-2 Stock ”), which shares shall be subject to the vesting conditions set forth in the restricted stock agreement substantially in the form attached hereto as Exhibit C (the “ Restricted Stock Agreement ”), (b) surrender additional shares of New Parent Class F Stock to Parent for cancellation if Parent Sponsor’s aggregate ownership of New Parent Class A-1 Stock (excluding Parent Sponsor’s ownership of New Parent Class A-2 Stock and Private Placement Warrants (as defined below)) would exceed 10.25% of the aggregate ownership of New Parent Class A-1 Stock by all holders thereof (after giving pro forma effect to the Stock Purchase (and excluding New Parent Class A-2 Stock and Private Placement Warrants) but prior to any distribution to its members pursuant to the Parent Sponsor Support Agreement), (c) surrender 2,444,444 Private Placement Warrants to Parent for cancellation, (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, and (e) vote in favor of the transactions contemplated hereby which, in the case of clauses (a) through (c), shall be effective immediately prior to the closing of the Stock Purchase;

WHEREAS, concurrently with the execution of this Agreement, the holders of Existing Parent Class F Shares are entering into a waiver substantially in the form attached hereto as Exhibit D (the “ Waiver Agreement ”) pursuant to which the holders of Existing Parent Class F Shares shall agree to waive any adjustment to the conversion ratio set forth in the Parent Articles of Association (as defined below) resulting from the transaction contemplated by the Subscription Agreements;

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WHEREAS, concurrently with the execution of this Agreement, certain directors of Parent are entering into a letter agreement substantially in the form attached hereto as Exhibit E (the “ Director Letter Agreement ”) pursuant to which such directors shall agree that, following the Parent Domestication but prior to the effectiveness of the Stock Purchase, 200,000 shares of New Parent Class F Stock owned by such directors shall be exchanged for an equal number of validly issued, fully paid and non-assessable shares of New Parent Class A-1 Stock;

WHEREAS, following the Closing, any remaining cash in the Trust Account shall be contributed to the capital of Surviving NewCo, with Surviving NewCo using such cash for ongoing corporate purposes (subject to any reserve to pay outstanding Parent Transaction Expenses and any other reasonably anticipated expenses);

WHEREAS, concurrently with the execution of this Agreement, Parent is entering into subscription agreements substantially in the forms attached hereto as Exhibit F (together, the “ Subscription Agreements ”) with certain subscribers (the “ Investors ”) pursuant to which such Investors shall agree to subscribe for and purchase, and Parent shall agree to issue and sell to the Investors, on the terms and subject to the conditions and limitations set forth therein, New Parent Class A-1 Stock;

WHEREAS, pursuant to the Stock Purchase, each Company Holder (as defined below) that makes a Cash Election (as defined below) pursuant to Section  2.4 that is in respect of less than 70% of the number of shares of Company Stock owned by such Company Holder shall be entitled to receive its respective share of: (i) 2,444,444 newly issued warrants of Parent, which warrants shall be issued on the terms set forth in the warrant agreement substantially in the form attached hereto as Exhibit G (the “ New Accel Warrant Agreement ”), and (ii) 3,000,000 New Parent Class A-2 Shares subject to the vesting conditions set forth in the Restricted Stock Agreement, in each case, allocated as described in Section  2.1(a)(ii) ;

WHEREAS, the board of directors of Parent (the “ Parent Board ”) unanimously has (a) determined that it is in the best interests of Parent and the stockholders of Parent, and declared it advisable, to effect the Parent Domestication in accordance with the DGCL and Cayman Law and to enter into this Agreement providing for the Stock Purchase in accordance with the DGCL, (b) approved this Agreement and the transactions contemplated hereby, including the Stock Purchase in accordance with the DGCL on the terms and subject to the conditions of this Agreement, and (c) adopted a resolution recommending the Stock Purchase be approved by the shareholders of Parent;

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;

WHEREAS, as a condition to and inducement to Parent’s willingness to enter into this Agreement, simultaneously with the execution of this Agreement, certain shareholders of the Company are entering into a cash election support agreement with Parent (the “ Holder Support Letter Agreements ”) attached hereto as Exhibit I , pursuant to which such shareholders shall agree to make a Cash Election with respect to the Company Stock owned by such shareholder;

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WHEREAS, for U.S. federal income Tax purposes, each of the parties intends that (i) each of the Parent Domestication and the Company Migration will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the Treasury Regulations (as defined below), (ii) the Stock Purchase and the Merger, taken together, will constitute an integrated plan described in Rev. Rul. 2001-46, 2001-2 C.B. 321 (the “ Integrated Transaction ”) and qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations, and (iii) this Agreement constitutes a “plan of reorganization” within the meaning of Section 368 of the Code and the Treasury Regulations (collectively, the “ Intended Tax Treatment ”); and

WHEREAS, prior to Closing, certain Persons who will be stockholders of Parent immediately following the Stock Purchase shall 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 Closing.

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 is hereby acknowledged, the parties to this Agreement agree as follows:

ARTICLE I

THE CLOSING TRANSACTIONS

Section 1.1 Closing . Upon the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated hereby (the “ Closing ”) shall occur simultaneously with respect to all Sellers and shall take place at 10:00 a.m., New York, New York time, on the third (3rd) Business Day after the satisfaction (or waiver in accordance with this Agreement) of the last to occur of the conditions set forth in Article VI (other than any such conditions which by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Laws and this Agreement) waived on the Closing Date), at the offices of Weil, Gotshal & Manges LLP in New York, New York, unless another date or place is agreed to in writing by the parties (such date on which the Closing occurs, the “ Closing Date ”).

Section 1.2 Closing Deliverables .

(a) At the Closing, the Shareholder Representatives (unless otherwise stated) shall deliver to Parent:

(i) the resignations of each officer, director and manager of the Company and its Subsidiaries set forth on Schedule 1.2(a)(i) of the Sellers Disclosure Schedule;

(ii) a duly executed counterpart of each Ancillary Agreement to be executed prior to or at the Closing to which the Company or any of its Subsidiaries is party; and

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(iii) a certificate from the Company reasonably acceptable to Parent, dated as of the Closing Date, prepared in a manner consistent and in accordance with the requirements in Treasury Regulations Section 1.897-2, and signed by a responsible corporate officer of the Company, certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, United States real property interests, as defined in Section 897(c)(2) of the Code, and proof reasonably satisfactory to Parent that the Company has provided notice of such certification to the Internal Revenue Service in accordance with the provisions of Treasury Regulation Section 1.897-2(h)(2).

(b) At the Closing, Parent shall deliver to the Shareholder Representatives a duly executed counterpart of each Ancillary Agreement to be executed prior to or at the Closing to which Parent is party.

Section 1.3 Closing Transactions . At the Closing, the parties hereto shall cause the consummation of the following transactions in the following order (unless otherwise stated), upon the terms and subject to the conditions of this Agreement:

(a) the holders of the Existing Parent Class F Shares shall waive any adjustment to the conversion ratio set forth in the Parent Articles of Association resulting from the transactions contemplated by the Subscription Agreements pursuant to and in accordance with the terms of the Waiver Agreement, which Waiver Agreement shall remain in full force and effect as of the Closing;

(b) prior to the Closing, the Parent Domestication shall become effective. Upon the Parent Domestication: (i) each Existing Parent Class A Share shall be converted into one share of New Parent Class A-1 Stock, (ii) each Existing Parent Class F Share shall be converted into one share of New Parent Class F Stock, and (iii) the Private Placement Warrants and Public Warrants, in each case, shall entitle the holder to acquire a corresponding number of shares of New Parent Class A-1 Stock on the same terms as in effect immediately prior to the effective time of the Parent Domestication;

(c) 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;

(d) reasonably promptly following the Closing, Parent shall pay or cause to be paid the Parent Transaction Expenses and shall (on behalf of the Company) pay, or, to the extent the Surviving NewCo has sufficient immediately available funds at such time, instruct the Surviving NewCo to pay, all Company Transaction Expenses that are unpaid as of the Closing by wire transfer of immediately available funds as directed by the Shareholder Representative;

(e) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Exchange Fund;

(f) the Stock Purchase shall be consummated; and

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(g) immediately prior to the Stock Purchase, (i) Parent shall accept the 1,250,000 New Parent Class F Stock surrendered by Parent Sponsor for cancellation, (ii) 8,000,000 shares of New Parent Class F Stock shall be exchanged for an equal number of validly issued, fully paid and non-assessable shares of New Parent Class A-1 Stock, (iii) 2,000,000 shares of New Parent Class F Stock shall be exchanged for an equal number of validly issued, fully paid and non-assessable shares of New Parent Class A-2 Stock, which shares shall be subject to the vesting conditions set forth in the Restricted Stock Agreement, (iv) Parent shall accept the 2,444,444 Private Placement Warrants surrender by Parent Sponsor for cancellation, and (v) Parent Sponsor shall distribute all of its shares of New Parent Class A-1 Stock, New Parent Class A-2 Stock and remaining Private Placement Warrants to its members (this clause (v), for the avoidance of doubt, shall occur following the Parent Domestication but prior to the effectiveness of the Stock Purchase).

ARTICLE II

SALE AND PURCHASE

Section 2.1 Sale and Purchase .

(a) Purchase of Company Stock . Pursuant to the Stock Purchase:

(i) Each Seller shall sell to Parent, and Parent shall purchase from each Seller, all of the shares in the capital of the Company held by such Seller for the following consideration: (A) Each share of Company Stock issued and outstanding immediately prior to the effectiveness of the Stock Purchase with respect to which an election to receive cash has been effectively made and not revoked or deemed revoked pursuant to Section  2.4 and Section  2.5 (a “ Cash Election Share ”) shall be cancelled and exchanged for the right to receive an amount in cash equal to the Per Share Consideration Amount; (B) each share of Company Stock (other than Cash Election Shares) issued and outstanding immediately prior to the effectiveness of the Stock Purchase shall be cancelled and exchanged for the right to receive a number of shares of New Parent Class A-1 Stock equal to the quotient obtained by dividing (x) the Per Share Consideration Amount by (y) the Parent Ordinary Share Value; and (C) each share of Company Stock shall receive additional consideration as described in Section  2.1(a)(ii) .

(ii) Each Company Holder that holds (following the application of Section  2.4 and Section  2.5 ) Cash Election Shares equal to less than 70% of the number of shares of Company Stock owned by such Company Holder as of immediately prior to the effectiveness of the Stock Purchase shall be entitled to receive its allocable share of (i) 2,444,444 newly issued warrants of Parent with terms as set forth in the New Accel Warrant Agreement, and (ii) 3,000,000 shares of New Parent Class A-2 Stock with terms as set forth in the Restricted Stock Agreement, in each case, which shall be issued pro rata to each such Company Holder based on a percentage equal to the quotient obtained by dividing (x) such Company Holder’s Cash Election Share Differential by (y) the Aggregate Cash Election Share Differential.

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(iii) Notwithstanding anything to the contrary herein, in the event a Company Holder holds any Cash Election Shares and is party to any Contract(s) with the Company pursuant to which such Company Holder owes any indebtedness to the Company as of the Closing (including, for the avoidance of doubt, any Contract(s) pursuant to Section  5.14 ), any cash proceeds payable to such Company Holder pursuant to this Article II shall be reduced by an amount equal to the outstanding balance of such indebtedness as of Closing and deemed paid to the Company in satisfaction of such indebtedness.

(b) Treatment of Company Warrants . All Company Warrants which have not been exercised prior to the Election Deadline shall be cancelled, retired and shall cease to exist upon the effectiveness of the Stock Purchase for no consideration.

(c) Treatment of Company Options .

(i) Treatment of Vested Company Options . All Vested Company Options which have not been exercised prior to the Election Deadline shall be cancelled, retired and cease to exist upon the effectiveness of the Stock Purchase for no consideration.

(ii) Treatment of Unvested Company Options . All Company Options which are outstanding immediately prior to the effectiveness of the Stock Purchase and which are not Vested Company Options (such Company Options, “ Unvested Company Options ”) shall be converted by Parent as set forth herein. Each Unvested Company Option so converted by Parent under this Agreement will continue to have the same terms and conditions as set forth in the Company equity plan and award agreement applicable to the Unvested Company Options immediately prior to the effectiveness of the Stock Purchase, except that (i) each such Unvested Company Option will be converted into a stock option that will become exercisable in accordance with its terms for that number of whole shares of New Parent Class A-1 Stock equal to the product of (A) the number of shares of Company Stock underlying such Unvested Company Option immediately prior to the effectiveness of the Stock Purchase  multiplied  by (B) the Exchange Ratio (as defined below), rounded down to the nearest whole number of shares of New Parent Class A-1 Stock, and (ii) the per share exercise price for the shares of New Parent Class A-1 Stock underlying such assumed or converted Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Stock underlying such Unvested Company Option immediately prior to the effectiveness of the Stock Purchase by the Exchange Ratio, rounded up to the nearest whole cent. Each converted Unvested Company Option shall be subject to the same vesting schedule following the effectiveness of the Stock Purchase as to which it was subject prior to the effectiveness of the Stock Purchase. For the purposes of this Agreement, the term Exchange Ratio (“ Exchange Ratio ”) shall be equal to the quotient of (x) the Per Share Consideration Amount  divided by  (y) the Parent Ordinary Share Value. The foregoing adjustments shall be made in a manner consistent with the requirements of Section 409A of the Code and, if applicable, Section 424 of the Code.

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(iii) Required Actions . As soon as reasonably practicable following the date of this Agreement, and in any event prior to the Closing Date, the Sellers shall cause their respective Board Nominees to (or, if appropriate, use commercially reasonable efforts to cause any committee administering any Company equity plan) to adopt all resolutions and take all other actions as may be necessary (including, without limitation, obtaining from each holder of Company Options an Option Consent and Acknowledgement, in the form attached hereto as Exhibit P (the “ Option Consent and Acknowledgement ”) or required in accordance with applicable Law, each such Company equity plan or otherwise to effectuate all of the actions contemplated by this Section  2.1(c) .

(d) Payment of Total Consideration .

(i) As soon as reasonably practicable after the date of this Agreement, Parent and the Company shall jointly appoint and engage Continental Stock Transfer & Trust Company (the “ Exchange Agent ”) for the purpose of, among other things, receiving elections and the exchanges and payments described in this Article II .

(ii) Parent shall enter into an exchange agent agreement with the Exchange Agent, which agreement shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms of this Agreement, including with regard to the exchanges described in this Section  2.1(d) .

(iii) At the Closing, Parent shall deposit (or cause to be deposited) with the Exchange Agent the cash portion of the Total Consideration and the aggregate amount of the equity portion of the Total Consideration (together, the “ Exchange Fund ”).

(iv) Any portion of the Exchange Fund (including the proceeds of any investments of the Exchange Fund) that remains unclaimed by the stockholders of the Company for one year after the effectiveness of the Stock Purchase shall be delivered to Parent. Any holder of Company Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for delivery of such holder’s Total Consideration, as applicable, upon due surrender of their book entry interests (or affidavits of loss in lieu as set forth below), in each case, without any interest thereon. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any Person in respect of the consideration payable pursuant to this Agreement delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(e) Total Consideration . The aggregate consideration payable with respect to the Stock Purchase (the “ Total Consideration ”) shall consist of all of the consideration to be paid as set forth in Section  2.1(a) .

Section 2.2 Tax Treatment . The parties shall prepare and file all Tax Returns consistent with the Intended Tax Treatment and shall not take any inconsistent position on any Tax Return, or during the course of any audit, litigation or other proceeding with respect to Taxes, except as otherwise required by applicable Laws.

Section 2.3 Withholding Taxes . Notwithstanding anything in this Agreement to the contrary, Parent, the Company, the Surviving NewCo and their Affiliates shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement, any amount required to be deducted and withheld with respect to the making of such payment under any applicable Laws. To the extent that amounts are so withheld and paid over to the applicable Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

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Section 2.4 Election Procedures . Each holder of record of shares of Company Stock to be converted into the right to receive the Total Consideration in accordance with, and subject to, this Article II shall have the right, subject to the limitations set forth in this Article II , to submit an election in accordance with the following procedures:

(a) Each Company Holder may specify in a request made in accordance with the provisions of this Section  2.4 (herein called a “ Cash Election ”) the number of shares of Company Stock owned by such Company Holder with respect to which such Company Holder desires to make a Cash Election. Holders of record of Company Stock who hold such Company Stock as nominees, trustees or in other representative capacities may submit a separate Form of Cash Election Agreement on or before the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Company Stock.

(b) Parent shall direct the Exchange Agent to mail or transmit in electronic form the Cash Election Agreement in the form attached hereto as Exhibit K (the “ Cash Election Agreement ”) and transmittal materials in the form attached hereto as Exhibit L (the “ Letter of Transmittal ”) within two (2) Business Days (or such later date agreed by the Company and Parent) after the date the S-4 Registration Statement / Proxy Statement is declared effective by the SEC, to the record holders of Company Stock as of the date hereof, and following such date, shall use reasonable best efforts to make available as promptly as practicable the Cash Election Agreement and Letter of Transmittal to any stockholder who requests such Cash Election Agreement and Letter of Transmittal prior to the Election Deadline, which Cash Election Agreement and Letter of Transmittal shall be used by each record holder of shares of Company Stock who wishes to make a Cash Election. The time period between such mailing date and the Election Deadline is referred to herein as the “ Election Period ”.

(c) Any Cash Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Cash Election Agreement and Letter of Transmittal properly completed and signed together with any additional documents specified in the procedures set forth in the Cash Election Agreement and Letter of Transmittal. As used herein, unless otherwise agreed in advance by the parties, “ Election Deadline ” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the earliest practicable date which the parties shall agree, but in any event, no less than ten (10) Business Days after the date on which the S-4 Registration / Proxy Statement is declared effective by the SEC.

(d) Following the Election Deadline, any Company Holder may, at any time no less than five (5) Business Days prior to the Closing (the “ Closing Deadline ”), or upon the express written consent of Parent, amend or revoke in its entirety such Company Holder’s Cash Election by written notice received by the Exchange Agent prior to the Closing Deadline accompanied by a properly completed and signed revised Cash Election Agreement or by withdrawal prior to the Closing Deadline of such Company Holder’s book entry interests, previously deposited with the Exchange Agent. After a Cash Election is validly made with respect to any shares of Company Stock, such Cash Election must be revoked prior to any subsequent transfer of the shares of Company Stock as to which such Cash Election relates. Notwithstanding anything to the contrary

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in this Agreement, all Cash Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification from the Company that this Agreement has been terminated in accordance with Article VII . The Exchange Agent shall have reasonable discretion to determine if any Cash Election is not properly made with respect to any shares of Company Stock; provided that the Exchange Agent provide reasonably prompt notice of such determination to such Company Holder. In the event the Exchange Agent makes such a determination, such Cash Election shall be deemed to be not in effect, and the shares of Company Stock covered by such Cash Election shall, for purposes hereof, be deemed to have not made a Cash Election, unless a proper Cash Election is thereafter timely made with respect to such shares.

(e) Subject to the terms of this Agreement, the Cash Election Agreement and the Letter of Transmittal, Parent, in the exercise of its reasonable discretion (in consultation with the Company), shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing the validity of the Forms of Cash Election Agreement, Letters of Transmittal and compliance by any Company Holder with the Cash Election procedures set forth herein.

Section 2.5 Cash Consideration Proration; Tax Adjustments .

(a) Notwithstanding any other provision contained in this Agreement and subject to Section  2.5(b) , if the aggregate amount of cash payments to be made pursuant to Section  2.1(a)(i) determined without regard to this Section  2.5(a) (the “ Aggregate Cash Election Amount ”) would exceed the Cash Component, then each applicable Company Holder’s Cash Election shall be reduced (rounded down to the nearest whole number) and deemed revoked by a percentage obtained by dividing (x) the Aggregate Cash Election Amount minus the Cash Component by (y) the Aggregate Cash Election Amount.

(b) Notwithstanding anything to the contrary contained in this Agreement, if, following the application of Section  2.5(a) , the aggregate amount of cash payments to be made pursuant to Section  2.1(a)(i) determined without regard to this Section  2.5(b) would exceed the Maximum Cash Component, then (i) the aggregate cash payments made to each Company Holder pursuant to Section  2.1(a)(i) shall be reduced by such Company Holder’s Cash Reduction Portion and (ii) the number of shares issued to each Company Holder pursuant to Section  2.1(a)(i) (each such Company Holder’s “ Adjusted Share Consideration ”) shall be increased by such Company Holder’s Share Increase Portion.

(c) The Exchange Agent will make all the computations contemplated by this Section  2.5 , including the determination of the number of Cash Elections and the Aggregate Cash Election Amount, and all such computations will be conclusive and binding on the Company Holders absent manifest error.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties with respect to the Company . Except as set forth on the disclosure schedule dated as of the date of this Agreement and delivered by the Shareholder Representatives to Parent on or prior to the date of this Agreement (the “ Sellers Disclosure Schedule ”), each of the Sellers, severally, and not jointly and severally, make the representations and warranties to Parent with respect to the Company, as follows, in each case as of the date hereof and as of the Closing Date.

(a) Organization, Standing and Power . Each of the Company and its Subsidiaries is a corporation, partnership, limited liability company or other entity duly incorporated or organized, validly existing and in good standing under the applicable Laws of its respective jurisdiction of incorporation or organization, has all requisite corporate, partnership or limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the conduct of its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or be in good standing would not result in a Company Material Adverse Effect. The Shareholder Representatives, on behalf of the Company, have heretofore made available to Parent true, correct and complete copies of its certificate of incorporation (the “ Company Certificate ”) and by-laws (the “ Company By-Laws ”), as well as the similar Organizational Documents of each Subsidiary of the Company, and the Company Certificate, Company By-Laws and each such Organizational Document is (i) in full force and effect, and (ii) has not been amended in any respect from the copy made available to Parent. The respective jurisdiction of incorporation or organization of the Company and each of its Subsidiaries is identified on Schedule  3.1(a) of the Sellers Disclosure Schedule.

(b) Capital Structure . As of the date hereof: (i) 1,700,000 shares of Class A common stock of the Company, no par value, are authorized and 490,130 are issued and outstanding (the “ Company Class  A Common Stock ”); (ii) 1,200,000 shares of Class B common stock of the Company, no par value, are authorized and 639,228 are issued and outstanding (the “ Company Class  B Common Stock ”, and together with the Company Class A Common Stock, the “ Company Common Stock ”); (iii) 541,993 shares of Class C(1) preferred stock of the Company, no par value, are authorized and 314,881 are issued and outstanding (the “ Company Class  C(1) Preferred Stock ”); (iv) 832,079 shares of Class C(2) preferred stock of the Company, no par value, are authorized and 637,929 are issued and outstanding (the “ Company Class  C(2) Preferred Stock ”); (v) 548,536 shares of Class C(3) preferred stock of the Company, no par value, are authorized and 482,339 are issued and outstanding (the “ Company Class  C(3) Preferred Stock ”); (vi) 477,392 shares of Class C(4) preferred stock of the Company, no par value, are authorized and 4,280 are issued and outstanding (the “ Company Class  C(4) Preferred Stock ”, and together with the Company Class C(1) Preferred Stock, the Company Class C(2) Preferred Stock, and the Company Class C(3) Preferred Stock, the “ Company Class  C Preferred Stock ”); (vii) 1,500,000 shares of Class D preferred stock of the Company, no par value, are authorized and 944,925 are issued and outstanding (the “ Company Class  D Preferred Stock ”; together with the Company Class C Preferred Stock, the “ Company Preferred Stock ”; and together with Company Common Stock and the Company Preferred Stock, the “ Company Stock ”); (viii) warrants to purchase 91,350 shares of Company Class C(2) Preferred Stock for $17.80 per share (the “ Company Warrants ”); and (ix) options to purchase 148,030 shares of Company Class A Common Stock for various prices per share (the “ Company Options ”), of which Vested Company Options represent 74,160 shares of Company Class A Common Stock. The Company Stock, on a fully diluted basis, consists of 3,753,092 shares of stock of the Company. All outstanding shares of Company Stock are validly

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issued, fully paid and non-assessable and are not subject to preemptive rights or any other Encumbrances. As of the date hereof, there are no outstanding equity securities of the Company other than as described in the first sentence of this Section  3.1(b) . Except for the Company Warrants and the Company Options, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or any of its Subsidiaries any shares of Company Stock or other equity interests in the Company or securities convertible into or exchangeable or exercisable for shares of Company Stock. All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Encumbrances. Except as set forth in this Section  3.1(b) , there are no: (A) securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for Company Stock or other voting securities of the Company or any Subsidiary of the Company, (B) stock appreciation rights, profits interests, phantom stock or other equity equivalents or equity based awards or rights or other rights to share in the profits or revenues of the Company, or (C) options, warrants, bonds, debentures, calls, rights (including preemptive rights), puts, commitments or agreements to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any other voting securities of the Company or of any Subsidiary of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, bonds, debentures, call, right, put, commitment or agreement. There are not any stockholder agreements, voting trusts, proxies or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any Company Stock. Schedule 3.1(b) of the Sellers Disclosure Schedule sets forth a true and complete list of all outstanding Company Options as of the date hereof, indicating for each such Company Option: (i) the name of the holder thereof, (ii) the date of grant, (iii) the number of vested and unvested shares subject thereto, (iv) the vesting and exercisability schedules (as applicable), (v) the expiration date and exercise price, and (vi) whether such Company Option is a non-qualified stock option or an incentive stock option. Each Company Option (A) was issued in accordance with the terms of the plan under which it was granted and all applicable Laws and (B) is exempt from Section 409A of the Code. Each Company Option characterized by the Company as an “incentive stock option” within the meaning of Section 422 of the Code complies with all of the applicable requirements of Section 422 of the Code.

(c) Authority; No Violations; Consents and Approvals .

(i) The Company has all requisite power and authority to execute and deliver each Ancillary Agreement to which it is a party and, upon the effectiveness of the Stock Purchase, to consummate the transactions contemplated by each Ancillary Agreement. The execution and delivery of each of the Ancillary Agreements to which it is a party by the Company, and, upon the effectiveness of the Stock Purchase, the consummation by the Company of the transactions contemplated by each Ancillary Agreement, have been duly authorized by all necessary corporate action on the part of the Company. When executed, each applicable Ancillary Agreement, has been, or shall have been, as applicable, duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject, as to enforceability, to the Bankruptcy Exception.

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(ii) The execution and delivery of this Agreement does not, and, upon the effectiveness of the Stock Purchase, the consummation of the transactions contemplated hereby will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (A) the Company Certificate, (B) any provision of the comparable Organizational Documents of any of the Company’s Subsidiaries, (C) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, contract, lease or other agreement, permit, franchise or license to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or their respective properties or assets are bound, or (D) assuming that the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section  3.1(c)(iii) are duly and timely obtained or made, any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (C)  and (D) , any such violations, defaults, acceleration, losses, or Encumbrances that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity, is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for: (A) the filing of a premerger notification report by the Company under the HSR Act, and the expiration or termination of the applicable waiting period, any required approvals or clearances or compliance with any suspensory obligation with respect thereto; (B) such filings and approvals as may be required by any applicable state securities or “blue sky” or takeover Laws; (C) such filings and approvals as may be required by any securities, corporate or other applicable Laws set forth on Schedule  3.1(c) of the Sellers Disclosure Schedule; and (D) any such consent, approval, order, authorization, registration, filing, or permit that the failure to obtain or make would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

(d) Information Supplied . None of the information supplied or to be supplied by the Shareholder Representatives or the Sellers on behalf of the Company prior to the Closing Date related to the Company or its Subsidiaries expressly for inclusion or incorporation by reference in the S-4 Registration Statement / Proxy Statement will, at the time the S-4 Registration Statement / Proxy Statement is declared effective by the SEC and at the date mailed to shareholders of Parent at the time of the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The S-4 Registration Statement / Proxy Statement, insofar as it relates to information supplied by the Shareholder Representatives or the Sellers on behalf of the Company related to the Company or its Subsidiaries for inclusion therein, will comply as to form in all material respects with the provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Sellers, on behalf of the Company, make no representations, warranties or covenants with respect to statements made or incorporated by reference therein based on information supplied by Parent for inclusion or incorporation by reference in the S-4 Registration Statement / Proxy Statement or any Parent SEC Documents.

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(e) Absence of Certain Changes or Events . Since December 31, 2018, there has not been any change, effect, event, occurrence, circumstance, state of facts or development that, individually or in the aggregate, has had or would reasonably be likely to have a Company Material Adverse Effect. Since March 31, 2019, (i) there has not been (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company; (b) any material change in the Company’s accounting principles, practices or methods except insofar as may have been required by a change in GAAP that makes such change mandatory; or (c) any reclassification, combination, split, subdivision or redemption, or purchase, directly or indirectly, of any of the Company Stock, (ii) except as expressly contemplated or permitted by this Agreement, the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business consistent with past practice, and (iii) neither the Company nor any of its Subsidiaries has taken any action that, if taken after the date of this Agreement without the prior written consent of Parent, would reasonably be expected to constitute a breach of any of the covenants set forth in Section  4.1 . Since December 31, 2018 until March 31, 2019, there has been no Leakage other than as set forth on Schedule 3.1(e) .

(f) Financial Statements; No Undisclosed Liabilities .

(i) Schedule  3.1(f) of the Sellers Disclosure Schedule contains true, correct and complete copies of the following financial statements (the “ Financial Statements ”): (A) the unaudited consolidated balance sheet of the Company and its Subsidiaries for the quarter ended March 31, 2019 and for the quarter ended March 31, 2018 and each of the related unaudited consolidated statements of income, stockholders’ equity and cash flows, together with the notes and schedules thereto (the “ Unaudited Financial Statements ”); and (B) the audited consolidated balance sheets of the Company and its Subsidiaries as of the years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related audited consolidated statements of income, stockholders’ equity and cash flows, together with the notes and schedules thereto. The consolidated balance sheets included in the Financial Statements fairly present, in all material respects, the financial position of the Company and its Subsidiaries as of their respective dates, and the related consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries included in the Financial Statements fairly present, in all material respects, the results of their operations and cash flows for the periods indicated, in each case, in accordance with generally accepted accounting principles in the United States (“ GAAP ”) consistently applied in all material respects, with only such deviations from such accounting principles or their consistent application as are referred to in the notes to the Financial Statements or otherwise therein and subject, in the case of the Unaudited Financial Statements, to normal and recurring year-end audit adjustments and the absence of notes. The Financial Statements, including the footnotes thereto, have been prepared from the books and records of the Company and its Subsidiaries.

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(ii) Since March 31, 2019, there have been no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, that would be required to be presented on the face of (or in the notes thereto) an audited balance sheet prepared in accordance with GAAP, other than: (A) liabilities on the audited consolidated balance sheet of the Company and its Subsidiaries for the year ended December 31, 2018 (including the notes thereto); (B) liabilities incurred in the ordinary course of business consistent with past practice subsequent to December 31, 2018; (C) liabilities for fees and expenses incurred in connection with the transactions with respect to the Company contemplated by this Agreement; and (D) liabilities which would not be reasonably likely to have, individually or in the aggregate, a material adverse effect on the financial position of the Company and its Subsidiaries, taken as a whole.

(g) Transaction Expenses . Set forth on Schedule  3.1(g) of the Sellers Disclosure Schedule are the estimated Company Transaction Expenses; provided , that, the Shareholder Representatives, on behalf of the Company, may deliver an updated Schedule 3.1(g) (including any updates to the estimated Company Transaction Expenses) to Parent no later than five (5) Business Days prior to Closing.

(h) No Default . Neither the Company nor any of its Subsidiaries is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the Company Certificate or Company By-Laws, or the comparable Organizational Documents of any of the Company’s Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease or other agreement, contract, permit, franchise or license to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound, or (iii) any Law applicable to the Company or any of its Subsidiaries, except, with respect to clauses (ii)  and (iii) of this Section  3.1(h) , for defaults or violations that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

(i) Compliance with Laws . The Company and its Subsidiaries hold, and during the past three (3) years have held, all Permits necessary for the lawful conduct of the business, except where the failure to so hold would not be reasonably likely, individually or in the aggregate, to result in material liability to the Company and its Subsidiaries, taken as a whole. The Company and each of its Subsidiaries are, and during the past three (3) years, have been, in compliance with all applicable Laws, Permits and judgments of any Governmental Entity applicable to its businesses or operations, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to (i) be material to the Company and its Subsidiaries, taken as a whole, or (ii) prevent or materially delay the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries have not, during the past three (3) years, received any written notice or other written communication alleging a possible breach, non-compliant status or violation by the Company or any of its Subsidiaries of any applicable Law, Permit or judgment of any Governmental Entity applicable to its businesses or operations except where such violation, breach, non-compliant status or violation would not be material to the Company and its Subsidiaries, taken as a whole. No material investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Sellers, threatened, and no such investigations have been conducted by any Governmental Entity in the past three (3) years other than those the outcome of

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which would not be reasonably likely, individually or in the aggregate, to result in material liability to the Company and its Subsidiaries, taken as a whole. All owned and leased assets that are used by the Company and its Subsidiaries in connection with any gaming activities comply with all applicable Laws and Permits, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to (i) be material to the Company and its Subsidiaries, taken as a whole, or (ii) prevent or materially delay the consummation of the transactions contemplated by this Agreement.

(j) Anti-Corruption Matters . The Company and each of its Subsidiaries, and their respective officers, directors, and employees and any agents or other third-party representatives acting on behalf of the Company or any of its Subsidiaries, are currently, and have for the past three (3) years been, in compliance in all material respects with all applicable Anti-Corruption Laws. Within the past three (3) years, neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors, or employees nor, to the Knowledge of the Sellers, any agents or other third-party representatives acting on behalf of the Company or any of its Subsidiaries, has, directly or indirectly, offered, paid, given, promised to pay or give, or authorized the payment or giving of any money or anything of value to any officer or employee of any government, or any department, agency or instrumentality thereof, any public international organization (such as the World Bank or the United Nations) or foreign political party, or to any Person acting on behalf of such government, department, agency, instrumentality, public international organization, or foreign political party (“ Government Official ”), or to any political official or candidate for political office, in order to influence decisions of such Government Official or political official or candidate, or to induce such Government Official or political official or candidate to take or omit to take any action, to secure any improper advantage, or for any other prohibited purpose (within the meaning of applicable Anti-Corruption Laws), or to any other Person for a prohibited purpose (within the meaning of applicable Anti-Corruption Laws).

(k) International Trade Matters . The Company and each of its Subsidiaries, and their respective officers, directors, and employees, and, to the Knowledge of the Sellers, any agents or other third-party representatives acting on behalf of the Company or any of its Subsidiaries, are currently, and have for the past three (3) years been, in compliance in all material respects with all applicable Sanctions Laws, Ex-Im Laws, and U.S. anti-boycott Laws and regulations administered by the U.S. Department of Commerce and the U.S. Department of Treasury Internal Revenue Service. Neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors, or employees, nor, to the Knowledge of the Sellers, any agents or other third-party representatives acting on behalf of the Company or any of its Subsidiaries, are currently, or have been in the last three (3) years: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country; or (iii) operating, conducting business, participating in any transaction, or, to the Knowledge of the Sellers, otherwise engaging in dealings with any Sanctioned Person or in any Sanctioned Country, to the extent such activities violate applicable Sanctions Laws or Ex-Im Laws.

(l) Litigation . Except as would not be reasonably likely to result in, individually or in the aggregate, a material liability to the Company and its Subsidiaries, taken as a whole, there is no, and during the past three (3) years there has been no, (i) suit, action, order, writ, injunction, charge, complaint, arbitration, labor dispute or similar proceeding (each, an “ Action ”) pending, or, to the Knowledge of the Sellers, threatened against the Company or any of

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its Subsidiaries and no such Action has been filed against the Company or any of its Subsidiaries, or any of its or their assets or properties, or (ii) judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries or any of its or their assets or properties. Neither the Company nor any of its Subsidiaries is party to a settlement or similar agreement regarding any of the matters set forth in the preceding sentence that contains any ongoing obligations, restrictions or liabilities (of any nature) that are material to the Company and its Subsidiaries.

(m) Taxes .

(i) All Tax Returns which are required to be filed by the Company or any of its Subsidiaries have been duly and timely filed with the appropriate Governmental Entity (after giving effect to any valid extensions of time in which to make such filings) and all such Tax Returns are true, complete and correct in all material respects and prepared in substantial compliance with all applicable Law;

(ii) All material Taxes payable by the Company and each of its Subsidiaries (whether or not shown on any Tax Return) have been fully and timely paid;

(iii) No outstanding claim, assessment or deficiency against the Company or any of its Subsidiaries for any Taxes has been asserted or assessed by any Governmental Entity;

(iv) No Tax audits or administrative or judicial proceedings are being conducted or have been threatened in writing with respect to the Company or any of its Subsidiaries;

(v) No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company or any of its Subsidiaries;

(vi) There are no Encumbrances in respect of Taxes (other than Permitted Encumbrances) upon any of the assets of the Company or any of its Subsidiaries;

(vii) The Company and its Subsidiaries has complied in all material respects with all applicable Laws relating to the payment and withholding and collection of Taxes, and withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, equityholder or other third party;

(viii) Neither the Company nor any of its Subsidiaries is a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement;

(ix) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item or deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of;

(A) any change in a method of accounting under Section 481 of the Code (or any comparable provision of state, local or foreign Tax Laws), or use of any improper method of accounting, for a taxable period ending on or prior to the Closing Date;

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(B) an installment sale or open transaction occurring on or prior to the Closing Date;

(C) a prepaid amount received outside the ordinary course of business on or before the Closing Date;

(D) any closing agreement under Section 7121 of the Code, or any similar provision of any applicable Law, executed on or prior to the Closing Date;

(E) an election pursuant to Section 108(i) of the Code made before the Closing; or

(F) an election pursuant to Section 965(h) of the Code.

(x) Neither the Company nor any of its Subsidiaries is or has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified by Section 897(c)(1)(A) of the Code; and

(xi) Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Section 6707A of the Code, or a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or similar transactions under any corresponding or similar Law;

(xii) Neither the Company nor any of its Subsidiaries has, or has ever had, a permanent establishment in any country other than the country of its organization, or is, or has ever been, subject to income Tax in a jurisdiction outside the country of its organization;

(xiii) Neither the Company nor any of its Subsidiaries (i) has constituted either a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code;

(xiv) The Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP. The Company and each of its Subsidiaries will establish, in the ordinary course of business, adequate reserves for the payment of all Taxes for the period from December 31, 2018 through the Closing Date, and the Company will disclose the dollar amount of such reserves to Parent on or prior to the Closing Date. Neither the Company nor any of its Subsidiaries has incurred any liability for Taxes since December 31, 2018 outside of the ordinary course of business; and

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(xv) For purpose of this Section  3.1(m) , any reference to the Company or any of its Subsidiaries shall be deemed to include any Person that merged with or was liquidated or converted into the Company or its Subsidiaries, as applicable.

(n) Compensation; Benefits .

(i) Set forth on Schedule  3.1(n) of the Sellers Disclosure Schedule is a list of all material Employee Benefit Plans. “ Employee Benefit Plan ” means any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), whether or not subject to ERISA, and any other employee benefit plan, program, policy, contract, arrangement or agreement, including any pension, retirement, profit sharing, savings, bonus, commission, deferred compensation, incentive compensation, equity ownership, incentive equity, equity purchase, equity option, phantom equity, vacation, paid time off, employment, consulting, severance, change of control, separation, retention, disability, death benefit, hospitalization or insurance or health or other welfare plan, program, policy, contract, arrangement or agreement, or other benefit or compensation plan, (A) providing benefits to any present or former director, employee, officer or individual independent contractor of the Company or any of its Subsidiaries, (B) maintained, sponsored, contributed or required to be contributed to by the Company or any of its Subsidiaries or (C) with respect to which the Company or any of its Subsidiaries has or could reasonably be expected to have any current or contingent liability or obligation (including on account of an ERISA Affiliate). True, correct and complete copies of each of the following have been made available to Parent with respect to each material Employee Benefit Plan, as applicable,: (i) all current plan documents and related trust and/or insurance documents, including amendments and modifications (or a written description of the material terms and conditions of any such Employee Benefit Plan that is unwritten), (ii) the most recent determination letter or advisory letter received from the Internal Revenue Service or similar non-US determination, if applicable, (iii) the three most recently filed Form 5500s and accompanying schedules or similar non-US annual report, (iv) the most recent summary plan description and any subsequent summaries of material modifications, (v) any non-routine communications from a Governmental Entity, (vi) any corrections made to an Employee Benefit Plan, voluntary or otherwise, and (vii) compliance testing results for the three most recently completed plan years.

(ii) Each Employee Benefit Plan, including any associated trust or fund, has been established, sponsored, maintained, funded and administered in compliance with its terms, the terms of any applicable collective bargaining agreements and with all applicable Law in all material respects. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and either has received a current favorable determination letter or is a pre-approved plan that is the subject of an advisory letter, from the Internal Revenue Service, and there are no circumstances which would reasonably be expected to (A) adversely affect the qualification of such Employee Benefit Plan or the ability to rely on such determination letter or advisory letter, as applicable, or (B) result in a material Tax, fine, lien, or penalty.

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(iii) Any voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code which provides benefits under an Employee Benefit Plan has (A) received an opinion letter from the IRS recognizing its exempt status under Section 501(c)(9) of the Code and (B) filed a timely notice with the IRS pursuant to Section 505(c) of the Code, and the Company is not aware of circumstances likely to result in the loss of such exempt status under Section 501(c)(9) of the Code.

(iv) No actions, suits, proceedings, audits, investigations, litigation or claims have been asserted, instituted or are currently pending (other than routine claims for benefits) or, to the Knowledge of the Sellers, threatened against, or with respect to, any of the Employee Benefit Plans, and, to the Knowledge of the Sellers, there are no facts or circumstances that would give rise to any such actions, suits, proceedings, audits, investigations, litigation or claims. There has been no breach of fiduciary duty (as determined under ERISA) or non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Employee Benefit Plan.

(v) Except as would not be reasonably likely to result in, individually or in the aggregate, a material liability of the Company and its Subsidiaries, taken as a whole, with respect to each Employee Benefit Plan, (A) all contributions (including all employer contributions and employee salary reduction contributions), distributions, reimbursements and premium payments that are due have been timely made and (B) all contributions, distributions, reimbursements and premium payments for any period ending on or before the Closing Date that are not yet due have been timely made or properly accrued on the Company’s financial statements.

(vi) There are no unfunded benefit obligations under any Employee Benefit Plan that have not been properly accrued for in the Company’s financial statements or disclosed in the notes thereto, in each case, in accordance with GAAP.

(vii) No Employee Benefit Plan is, and neither the Company nor any of its Subsidiaries has ever maintained, sponsored, contributed to or has or could reasonably be expected to have any current or contingent liability or obligation under or with respect to, (A) any plan that is or was subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, (B) any “multiemployer plan” as defined in Section 3(37) of ERISA, (C) any “multiple employer plan” (as defined in Section 210 of ERISA or Section 413(c) of the Code), (D) any “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), and neither the Company nor any of its Subsidiaries has or could reasonably be excepted to have any current or contingent liability or obligation under or with respect to any such plan on account of at any time being considered a single employer with any other Person under Section 414 of the Code or (E) any plan or arrangement providing for current or former employees or other service providers located outside of the U.S.

(viii) No Employee Benefit Plan provides, and neither the Company, its Subsidiaries nor any of their respective ERISA Affiliates have any obligation to provide, any post-termination or post-employment medical, health, life insurance or other welfare benefits to any current or former employee, director, service providers or any other Person, other than in accordance with Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or comparable state Law and for which the covered Person pays the full cost of coverage for such Person and his or her beneficiaries or dependents.

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(ix) Except as set forth on Schedule  3.1(n)(ix) of the Sellers Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in combination with any other event) will (A) give rise to any liability or result in any payment or benefit becoming due to any current or former officer, director, employee, individual independent contractor or other service provider of the Company or its Subsidiaries, including liability for severance pay, unemployment compensation, termination pay or withdrawal liability, (B) accelerate the time of payment, funding or vesting or increase the amount of compensation or benefits due to any current or former officer, director, employee, individual independent contractor or other service provider of the Company or its Subsidiaries or their beneficiaries or dependents, or (C) require any contributions or payments to fund any obligations under any Employee Benefit Plans.

(x) Each Employee Benefit Plan that is a “non-qualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code), (i) is and has been maintained in all material respects in form and operation in compliance with the requirements of Section 409A of the Code and applicable guidance issued thereunder, and (ii) is in documentary compliance with Section 409A of the Code and the Treasury Regulations and other official guidance promulgated thereunder, and no amounts under any such plan, agreement or arrangement are or have been subject to the interest and additional tax set forth under Section 409A(a)(1)(B) of the Code. Neither the Company nor any of its Subsidiaries have any obligation to gross-up or indemnify any individual with respect to any tax, including under Sections 4999 and 409A of the Code.

(o) Labor Matters .

(i) Neither the Company nor any of its Subsidiaries is a party to any labor agreement, memorandum of understanding, collective bargaining agreement, collective bargaining relationship or any other agreement with any union or other labor organization. As of the date of this Agreement, no employees of the Company nor any of its Subsidiaries are represented by any union or other labor organization and there is no pending union representation petition involving employees of the Company or any of its Subsidiaries. To the Knowledge of the Sellers, no union organizing activities are underway or threatened with respect to the Company or any of its Subsidiaries and no such activities have occurred within the past three (3) years.

(ii) There is no unfair labor practice charge or grievance arising out of a collective bargaining agreement or other labor grievance proceeding against the Company or any of its Subsidiaries pending, or, to the Knowledge of the Sellers, threatened before any Governmental Entity.

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(iii) There is no strike, slowdown, work stoppage, lockout or other material labor dispute involving employees of the Company or any of its Subsidiaries that is pending, or, to the Knowledge of the Sellers, threatened, against or involving the Company or any of its Subsidiaries, and no such dispute has occurred within the past three (3) years.

(iv) The execution and delivery of this Agreement and the performance of this Agreement do not require the Company or any of its Subsidiaries to seek or obtain any consent, engage in consultation with, or issue any notice to or make any filing with (as applicable) any unions, labor organizations, or groups of employees of the Company or any of its Subsidiaries, or any Governmental Entity, with respect to any employee of the Company or any of its Subsidiaries.

(v) Within the past three (3) years, neither the Company nor any of its Subsidiaries has implemented any employee layoffs implicating the Worker Adjustment and Retraining Notification Act of 1988 or any similar applicable Laws. The Shareholder Representatives, on behalf of the Company, have provided to Parent a true and complete list of employee layoffs, by date and location, implemented by the Company and each of its Subsidiaries in the ninety (90) day period preceding the date hereof.

(vi) Except as would not be reasonably likely to result in, individually or in the aggregate, a material liability of the Company and its Subsidiaries, taken as a whole, the Company: (i) is and at all times has been in compliance in all material respects with all applicable Laws, and with any order, ruling, decree, judgment or arbitration award of any arbitrator or any court or other Governmental Entity, in respect of employment, employment practices, terms and conditions of employment, wages, hours or other labor-related matters, including Laws, orders, rulings, decrees, judgments and awards relating to discrimination, sexual harassment, worker classification (including the proper classification of employees as exempt and of workers as independent contractors and consultants), plant closing notification, wages and hours, labor relations, leave of absence requirements, occupational health and safety, privacy, harassment, retaliation, immigration, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees; (ii) has withheld and reported all amounts required by any Law or contract to be withheld and reported with respect to wages, salaries and other payments to any employee; and (iii) has no liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for any employee (other than routine payments to be made in the normal course of business and consistent with past practice).

(vii) Except as would not be reasonably likely to result in, individually or in the aggregate, a material liability of the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries has incurred, and no circumstances exist under which the Company or any of its Subsidiaries would reasonably be expected to incur, any liability arising from (i) the failure to pay wages (including overtime wages), (ii) the misclassification of employees as independent contractors and/or (iii) the misclassification of employees as exempt from the requirements of the Fair Labor Standards Act or similar state Laws.

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(viii) The Company has promptly, thoroughly and impartially investigated (to the extent reasonable) all employment discrimination and sexual harassment allegations of, or against, any employee of the Company or any of its Subsidiaries. The Company has taken prompt corrective action that is reasonably calculated to prevent further discrimination and harassment with respect to each such allegation with potential merit. Neither the Company nor any of its Subsidiaries have incurred, and no circumstances exist under which the Company or its Subsidiaries would reasonably be expected to incur, any liability arising from such allegations.

(ix) The current employees of the Company and its Subsidiaries who work in the United States are authorized and have appropriate documentation to work in the United States. Neither the Company nor any of its Subsidiaries have ever been notified of any pending or threatened investigation by any branch or department of U.S. Immigration and Customs Enforcement (“ ICE ”), or other federal agency charged with administration and enforcement of federal immigration laws concerning the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries have ever received any “no match” notices from ICE, the Social Security Administration, or the IRS.

(p) Intellectual Property .

(i) Schedule  3.1(p)(i) of the Sellers Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all Registered Intellectual Property and material unregistered trademarks owned or purported to be owned by the Company and its Subsidiaries, and a list of the owner of record for each such item, the jurisdictions in which each such item has been issued, registered, otherwise arises or in which any such application for such issuance and registration has been filed, the registration or application date, in each case, as applicable. All necessary registration, maintenance, renewal, and other relevant filing fees due through the date hereof have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Intellectual Property authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the Intellectual Property set forth on Schedule  3.1(p)(i) of the Sellers Disclosure Schedule in full force and effect. Except as would not be reasonably likely, individually or in the aggregate, to result in material liability to the Company and its Subsidiaries, taken as a whole, (A) the Company and its Subsidiaries own or have the valid and enforceable right to use all Intellectual Property used in or necessary for the operation of the businesses of each of the Company and its Subsidiaries as presently conducted (collectively, the “ Company Intellectual Property ”), free and clear of any and all Encumbrances, except for Permitted Encumbrances, (B) the Company Intellectual Property owned by the Company or any of its Subsidiaries is subsisting, in full force and effect and valid and, to the Knowledge of the Sellers, enforceable and (C) the Company Intellectual Property includes all of the Intellectual Property necessary and sufficient to enable the Company and its Subsidiaries to conduct the business in the manner in which such business is currently being conducted.

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(ii) The use of the Company Intellectual Property by the Company and its Subsidiaries and the operation of the businesses of each of the Company and its Subsidiaries does not infringe upon, violate or otherwise misappropriate, and has not in the last three (3) years infringed upon, violated or otherwise misappropriated, any Intellectual Property right of any other Person except as would not be reasonably likely, individually or in the aggregate, to result in material liability to the Company and its Subsidiaries, taken as a whole. As of the date hereof, neither the Company nor any of its Subsidiaries is the subject of any pending or, to the Knowledge of the Sellers, threatened legal proceedings either (A) involving a claim of infringement, unauthorized use, misappropriation, dilution or other violation by any person against the Company or any of its Subsidiaries or (B) challenging the ownership, use, validity or enforceability of any Company Intellectual Property.

(iii) Except as would not be reasonably likely, individually or in the aggregate, to result in material liability to the Company and its Subsidiaries, taken as a whole, no Person is infringing upon, violating or otherwise misappropriating, or has in the last three (3) years infringed upon, violated or otherwise misappropriated, any Company Intellectual Property, and no such claims have been made against any Person by the Company or any of its Subsidiaries.

(iv) The Company or its Subsidiaries own or have a valid right to access and use all material computer systems, networks, hardware, Software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with their businesses (the “ Company IT Systems ”). The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the businesses of the Company and its Subsidiaries as currently conducted, without material disruptions, adverse effects on the functionality of the Company IT Systems, or enabling or assisting any Person to access the Company IT Systems without authorization. The Company and its Subsidiaries have implemented commercially reasonable measures to protect the confidentiality, integrity and security of the Company IT Systems and all information and data stored therein or transmitted thereby (including any sensitive or protected information, including Personal Information and payment card information) against any unauthorized use, access, interruption, modification or corruption. To the Knowledge of the Sellers, neither the Company nor any of its Subsidiaries have suffered any actual or alleged unauthorized access to, theft of, breaches of security with respect to or corruption, loss, or destruction of any of the Company IT Systems or the information and data stored therein or transmitted thereby, except for where such access, theft or breach of security would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

(v) The Company and its Subsidiaries have at all times complied with all published and internal privacy policies and privacy notices, applicable Privacy Laws and all of their contractual commitments with respect to Personal Information collected by or on behalf of the Company or any of its Subsidiaries, except for where such failure to comply would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries have posted such privacy notices on their respective websites, in a manner readily available to individuals whose data is being collected, used, or processed by or on behalf of the Company or its Subsidiaries. To the extent required by applicable Privacy Laws, the Company and its Subsidiaries have at all times ensured that all Persons whose Personal Information is

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collected, used or processed by or on behalf of the Company or any of its Subsidiaries have been provided accurate and complete disclosure regarding the collection, use, disclosure, transfer, sharing, retention, destruction, disposal of, or other processing of their Personal Information, including providing any type of notice and obtaining any type of consent required by applicable Privacy Laws, and such disclosures have not contained any material omissions or been misleading or deceptive, except for where such failure to do so would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and its Subsidiaries (i) uses and has used commercially reasonable efforts to ensure that Personal Information is protected against loss, damage and unauthorized access, use, modification or other misuse, and (ii) has taken reasonable steps to ensure that any third party with access to Personal Information collected by or on behalf of the Company or its Subsidiaries uses the same. The Company and its Subsidiaries have not received written notice of any alleged or actual violation of any Privacy Laws or privacy policies through the date hereof and no Person (including any Governmental Entity) has made any claim or commenced any legal proceeding with respect thereto and, to the Knowledge of the Sellers, there is no reasonable basis for any such claim or legal proceeding. To the Knowledge of the Sellers, there have been no data breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the possession or control of the Company or its Subsidiaries, in each case, except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement comply in all material respect with all Privacy Laws.

(vi) The Company and its Subsidiaries have taken adequate security measures to protect the secrecy, confidentiality and value of all material Trade Secrets of the Company and its Subsidiaries, which measures are reasonable in the industry in which their businesses operate. No Trade Secret material to the Company’s business as presently conducted has been authorized to be disclosed or has been actually disclosed by the Company or any Subsidiary to any of their former employees, employees or any third Person other than pursuant to a non-disclosure agreement restricting the disclosure and use of such Trade Secret, except as would not be reasonably likely, individually or in the aggregate, to result in material liability to the Company and its Subsidiaries, taken as a whole.

(vii) The Company and its Subsidiaries have executed valid and enforceable written agreements with each of their past and present employees, consultants and independent contractors pursuant to which each such Person (A) has presently assigned to the Company or its Subsidiaries all of such Person’s rights, title and interest in and to all material Intellectual Property created or developed for the Company and its Subsidiaries (to the extent such Intellectual Property did not otherwise vest with the Company automatically by operation of Law) and (B) has agreed to hold all material Trade Secrets of the Company and its Subsidiaries in confidence both during and after such Person’s employment or retention, as applicable. To the Knowledge of the Sellers, no party is in material default or breach of any such agreements.

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(viii) No open source software or freeware has been incorporated into or used in the development of any Software owned or purported to be owned by the Company or its Subsidiaries in a manner that subjects any source code or related materials for any Software owned or purported to be owned by the Company or its Subsidiaries to any requirement, condition or obligation to disclose, contribute, distribute, license or otherwise make available to any Person including the open source community such source code or related materials. None of the source code or related materials for any Software owned (or purported to be owned) by the Company or its Subsidiaries is in escrow or under any obligation to be deposited in escrow.

(q) Properties .

(i) Set forth on Schedule  3.1(q) of the Sellers Disclosure Schedule is a true, correct and complete list of all real property and interests in real property (x) owned by the Company or its Subsidiaries (“ Owned Real Property ”) and (y) leased, subleased, or occupied by the Company or its Subsidiaries (“ Leased Real Property ”, and collectively with the Owned Real Property, the “ Real Property ”). Except as would not be reasonably likely, individually or in the aggregate, to result in material liability to the Company and its Subsidiaries, taken as a whole, the Company or its Subsidiaries, as applicable, have good, valid, marketable, insurable and indefeasible fee simple title to all of the Owned Real Property that it or they own. The Company or its Subsidiaries, as applicable, have a good, valid and enforceable leasehold interest in all Leased Real Property that it or they lease, and each such lease constitutes a valid and binding obligation of the Company or its Subsidiaries, as applicable, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other applicable Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Company’s or Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under the Leases has not been disturbed and there are no material disputes under the Leases. All such Real Property is free and clear of all Encumbrances, except for (A) statutory liens for current Taxes not yet due and payable or the amount or validity of which are being contested in good faith or for which appropriate reserves have been established in accordance with GAAP, (B) defects, exceptions, restrictions, easements, rights of way and non-monetary encumbrances disclosed in policies or commitments of title insurance that do not, individually or in the aggregate, materially impair the existing use, operation or value of, the property or asset affected or constitute a Company Material Adverse Effect, (C) statutory or other inchoate liens securing liabilities incurred in the ordinary course of business consistent with past practice for amounts not yet delinquent or the amount or validity of which are being contested in good faith and for which appropriate reserves have been established in accordance with GAAP (x) that are not material to the business, operations and financial condition of the Real Property so encumbered and (y) that are not resulting from a breach, default or violation by the Company or its Subsidiaries of any contract or Law, (D) zoning, entitlement and other land use and environmental regulations by any Governmental Entity, provided , that, such regulations have not been violated by the current or contemplated use or occupancy of such Real Property, (E) non-perpetual, non-exclusive licenses to Real Property granted in the ordinary course of business consistent with past practice, (F) rights

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of tenants or other parties in legal possession pursuant to an agreement with the Company or its Subsidiaries and (G) title to any portion of any owned or leased real property within the boundary of any public or private road, easement or right of way (other than such matters that, individually or in the aggregate, materially adversely impair the current use, operation or value of the subject real property) (items (A) through (G) collectively, “ Permitted Encumbrances ”). The Real Property comprises all of the real property used in connection with the business of the Company and its Subsidiaries as the business is currently conducted. Except as set forth on Schedule  3.1(q) of the Sellers Disclosure Schedule, (i) neither the Company nor its Subsidiaries have leased, subleased or otherwise granted to any Person the right to use or occupy any Real Property or any portion thereof, and (ii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein.

(ii) The Company has made available to Parent true, correct and complete copies of (i) the most recent deeds, title, policies and/or title reports for the Owned Real Property that are in the possession or control of the Company or its Subsidiaries and (ii) the Leases, together with all amendments, modifications, assignments, guarantees, side letters, and other material agreements thereto, if any, thereto.

(iii) No Governmental Entity having jurisdiction over any Real Property has issued or, to the Knowledge of the Sellers, threatened to issue any notice or order that materially adversely affects the use or operation of any Real Property, or requires the payment or deduction of any money, fee, exaction or property that would be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

(iv) There does not exist any actual or, to the Knowledge of the Sellers, threatened or contemplated condemnation or eminent domain proceedings that affect any Real Property or any part thereof, and none of the Company or any Subsidiary has received any notice, oral or written or, of the intention of any Governmental Entity or other Person to take or use all or any part thereof.

(v) The Company or its Subsidiaries, as applicable, own or have good and valid title to, free and clear of any and all Encumbrances, except for Permitted Encumbrances, all personal property assets, both tangible and intangible, that it or they own, except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

(r) Environmental Matters .

(i) Except as would not reasonably be expected to result in the Company and its Subsidiaries, taken as a whole, incurring material liabilities:

(A) The Company and its Subsidiaries are, and for the past three (3) years have been, in compliance with all Environmental Laws, which compliance includes obtaining, maintaining and complying with all Permits required under applicable Environmental Laws (“ Environmental Permits ”);

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(B) The Company and its Subsidiaries are not subject to any unresolved or pending or, to the Knowledge of the Sellers, threatened claims, actions, suits, investigations, inquiries, notices, judgments, decrees, injunctions, orders or proceedings arising under or related to Environmental Laws including with respect to exposure of any Person to Hazardous Materials;

(C) No conditions currently exist with respect to the Real Property, or any property currently or formerly owned, leased or operated by the Company or its Subsidiaries, or any property to which the Company or Subsidiaries arranged for the disposal or treatment of Hazardous Materials that would reasonably be expected to result in the Company or its Subsidiaries incurring liabilities or obligations under Environmental Laws; and

(D) Other than as set forth in any Lease, neither the Company nor its Subsidiaries have assumed, provided an indemnity with respect to or otherwise become subject to, any liability of any other Person relating to Environmental Laws.

(ii) No consent, approval or authorization of or registration or filing with any Governmental Entity is required with respect to Environmental Laws or Environmental Permits in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

(iii) The Shareholder Representatives, on behalf of the Company and its Subsidiaries, have made available to Parent copies of all material environmental assessments, studies, audits, analyses or reports relating to Real Property or any property currently or formerly owned, leased or operated by the Company or its Subsidiaries and copies of all material, non-privileged documents relating to any material and outstanding liabilities of the Company or its Subsidiaries under Environmental Law to the extent such are in the possession, custody, or reasonable control of the Company or its Subsidiaries.

(s) Insurance . The Shareholder Representatives, on behalf of the Company and its Subsidiaries, have made available to Parent copies of all material insurance policies held by the Company and each of its Subsidiaries (the “ Policies ”). Except for policies that have been, or are scheduled to be, terminated in the ordinary course of business and consistent with past practices of the Company and in accordance with the terms thereof, each of the Policies is in full force and effect and will remain in full force and effect immediately following Closing. The Policies are legal, binding and sufficient for material compliance with all applicable Laws and all contracts to which the Company or one of its Subsidiaries is a party. There are no pending material claims where coverage has been denied, rejected or disputed by any insurer within the past three (3) years.

(t) Affiliate Transactions . Except as set forth on Schedule  3.1(t) of the Sellers Disclosure Schedule, (i) no officer, director, shareholder, equityholder, member, manager or partner of the Company or any of its Subsidiaries, as applicable, (ii) any immediate family member of any of the foregoing, or (iii) any of their respective Affiliates (collectively, the “ Related Parties ”) is a party to any Material Contract or has any material interest in any material property used by the Company or any of its Subsidiaries. None of the Related Parties, on the one hand, and none of the Company or any of its Subsidiaries, on the other hand, owe any material amount to the other, other than pursuant to agreements or promissory notes entered into on an arms’ length basis.

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(u) Brokers . Except as set forth on Schedule  3.1(u) of the Sellers Disclosure Schedule, no broker, investment banker, or other Person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.

(v) Material Contracts . Schedule  3.1(v) of the Sellers Disclosure Schedule sets forth a true, correct and complete list of (collectively, the “ Material Contracts ”):

(i) each Contract to which the Company or any of its Subsidiaries is a party (other than this Agreement) that is of a type that would be required to be included as an exhibit to a registration statement on Form S-1 pursuant to Items 601(b)(2), (4), (9) or (10) of Regulation S-K of the SEC if such a registration statement was filed by the Company on the date of this Agreement;

(ii) any Contract that purports to limit the right of the Company or its Subsidiaries to (A) engage or compete in any line of business or (B) compete with any Person or operate in any location, in the case of each of (A) and (B), that is material to the Company and its Subsidiaries, taken as a whole, including any non-compete agreements or agreements limiting the ability of the Company or any of its Subsidiaries from soliciting customers or employees;

(iii) any Contract that contains any “most favored nation”, “take or pay”, minimum requirements, right of first refusal or other similar provisions with respect to any transaction engaged in by the Company or its Subsidiaries, except in each case, for contracts entered into in the ordinary course of operation of the Company and its Subsidiaries;

(iv) any Contract providing for the granting of exclusive rights by the Company or its Subsidiaries;

(v) any customer or supply Contract with a remaining duration of one (1) or more years that involves required payments by or to the Company or any of its Subsidiaries of more than $2,000,000;

(vi) any Contract which contemplates consideration in excess of $5,000,000 with respect to the acquisition or disposition of any Person or line of business, whether by way of merger, acquisition of equity securities or acquisition of assets;

(vii) any Contract with respect to the settlement of any litigation, proceeding or claim involving non-monetary relief or monetary relief in excess of $2,000,000;

(viii) any Contract or agreement relating to the borrowing of money or extension of credit pursuant to which the Company or any of its Subsidiaries has a borrowing capacity of more than $5,000,000 or outstanding Indebtedness of more than $10,000,000;

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(ix) any Contract entered into (A) for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets, rights or capital stock or other equity interests of another Person pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations or (B) outside the ordinary course of business for aggregate consideration under any such Contract in excess of $5,000,000;

(x) any Contract (A) with a Governmental Entity or (B) that is a Lease with an outstanding payment obligation in excess of $2,000,000 over the term of such Lease;

(xi) any Contract that is a limited liability company agreement, or that is related to the formation, governance or operation of any joint venture, partnership or other similar agreement or arrangement, other than any such Contract solely between or among any of the Company and its Subsidiaries;

(xii) any Contract pursuant to which the Company or any of its Subsidiaries grants to any Person, or is granted, any license or other rights with respect to material Intellectual Property but excluding non-exclusive licenses granted by the Company in the ordinary course of business and licenses for commercially available off-the-shelf Software licensed to the Company or any of its Subsidiaries for less than $50,000;

(xiii) any material Contract that is a currency or interest hedging arrangement;

(xiv) any material Contract containing a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase securities of another Person;

(xv) any Contract that includes any Affiliate of the Company (other than a Subsidiary of the Company) as a counterparty;

(xvi) all employment, consulting or other similar Contracts which (A) provide for annual base compensation in excess of $150,000, (B) provide for transaction bonuses, change in control payments, retention payments or severance, or (C) otherwise restrict the Company or any of its Subsidiaries’ ability to terminate the employment or engagement of any employee or consultant at any time for any lawful reason or no reason, in each case other than any such employment, consulting or other similar Contract that is terminable at will, without penalty or Obligation to the Company or any of its Subsidiaries; and

(xvii) any collective bargaining agreement or other Contract with any trade union, works council, or labor organization.

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Except as would not be reasonably likely to result in, individually or in the aggregate, a liability (of any nature) that would be reasonably likely to be material to the Company and its Subsidiaries, taken as whole, neither the Company nor any of its Subsidiaries is in breach or default under any Material Contract nor, to the Knowledge of the Sellers, is any other party to any such Material Contract in breach or default thereunder. Except as would not be reasonably likely to result in, individually or in the aggregate, a material liability (of any nature) to the Company or any of its Subsidiaries, as of the date hereof, (A) neither the Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Material Contract or any notice of intent to cancel or terminate any Material Contract, and (B) no event has occurred which, individually or together with other events, would reasonably be expected to result in a breach of or a default under any Material Contract by the Company or any of its Subsidiaries party thereto (in each case, with or without notice or lapse of time or both).

(w) Exclusivity of Representations and Warranties .

(i) Except as otherwise expressly set forth in this Section  3.1 (as modified by the Sellers Disclosure Schedules), any certificate delivered pursuant to this Agreement or in any Ancillary Agreements, the Sellers expressly disclaim any representations or warranties of any kind or nature in respect of the Company, express or implied, including any representations or warranties as to the Company’s Subsidiaries, their respective businesses and affairs or the transactions contemplated by this Agreement.

(ii) Without limiting the generality of the foregoing, except for the representations and warranties in this Section  3.1 , any certificate delivered pursuant to this Agreement or in any Ancillary Agreements, neither the Sellers nor any other Person has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business and affairs of the Company or its Subsidiaries that have been made available to Parent, including due diligence materials, or in any presentation of the business and affairs of the Company or its Subsidiaries by the management of the Company or others in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Parent in executing, delivering and performing this Agreement and the transactions contemplated hereby. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to, any offering memorandum or similar materials made available by the Sellers on behalf of the Company and its representatives, are not and shall not be deemed to be or to include representations or warranties made by the Sellers on behalf of the Company, and are not and shall not be deemed to be relied upon by Parent in executing, delivering and performing this Agreement and the transactions contemplated hereby, except, in each such case, to the extent of any representation or warranty provided in this Section  3.1 , any certificate delivered pursuant to this Agreement or in any Ancillary Agreements with respect to any such matters.

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Section 3.2 Representations and Warranties of the Sellers . Except as set forth on the Sellers Disclosure Schedule, each of the Sellers, severally, and not jointly and severally, make the representations and warranties to Parent as follows, in each case as of the date hereof and as of the Closing Date.

(a) Organization, Standing and Power .

(i) If such Seller is a natural person, such Seller is of sound mind, has the legal capacity to enter into this Agreement and the Ancillary Agreements to which he or she is a party, has entered into or will enter into this Agreement and the Ancillary Agreements to which he or she is a party on his or her own will, and understands the nature of the obligations to be assumed by him or her under this Agreement and the Ancillary Agreements to which he or she is a party.

(ii) If such Seller is not a natural person, such Seller is a corporation, exempted company or limited liability company, as applicable, duly organized or incorporated, validly existing and in good standing under the applicable Laws of its state of incorporation or formation, as applicable, has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which it is conducting its business, or the operation, ownership or leasing of its properties, makes such qualification necessary. Such Seller has heretofore made available to Parent complete and correct copies of its Organizational Documents, each as amended to date, and each such document is (i) in full force and effect and (ii) has not been amended in any respect from the copy made available to Parent.

(b) Authority; No Violations, Consents and Approvals .

(i) Such Seller has all requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to consummate the Stock Purchase and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements to which it is a party by such Seller, and the consummation by such Seller of the Stock Purchase and the other transactions contemplated hereby and thereby, have, if such Seller is not a natural person, been duly authorized by all necessary corporate or limited liability action, as applicable, on the part of such Seller. This Agreement and, when executed, each applicable Ancillary Agreement, has been, or shall have been, as applicable, duly executed and delivered by such Seller and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms subject, as to enforceability, to the Bankruptcy Exception.

(ii) The execution and delivery of this Agreement does not, and the consummation of the Stock Purchase and other transactions contemplated hereby will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, (A) if such Seller is not a natural person, any provision of such Seller’s Organizational Documents or (B) any Law applicable to such Seller.

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(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity, is required to be obtained or made by such Seller in connection with the execution and delivery of this Agreement by such Seller or the consummation by such Seller of the Stock Purchase and other transactions contemplated hereby, except for: (A) such filings and approvals as may be required by any applicable state securities or “blue sky” or takeover Laws; and (B) such filings and approvals as may be required by any securities, corporate or other applicable Laws set forth on Schedule 3.2(b)(ii) of the Sellers Disclosure Schedule.

(c) Ownership and Transfer of Company Stock . Such Seller is the record and beneficial owner of the Company Stock set forth opposite such Seller’s name on Schedule 3.2(c) of the Sellers Disclosure Schedule, free and clear of all Liens (other than any Liens created applicable securities Laws). Such Seller has the power to sell, transfer, assign and deliver its Company Stock as provided in this Agreement, and such delivery will convey to Parent good, valid and marketable title to such Company Stock, free and clear of all Liens (other than any Liens created by applicable securities Laws).

(d) Information Supplied . None of the information supplied or to be supplied by or on behalf of such Seller prior to the Closing Date related to such Seller expressly for inclusion or incorporation by reference in the S-4 Registration Statement / Proxy Statement will, at the time the S-4 Registration Statement / Proxy Statement is declared effective by the SEC and at the date mailed to shareholders of Parent at the time of the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The S-4 Registration Statement / Proxy Statement, insofar as it relates to information supplied by or on behalf of such Seller related to such Seller for inclusion therein, will comply as to form in all material respects with the provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, such Seller makes no representation, warranty or covenant with respect to statements made or incorporated by reference therein based on information supplied by Parent for inclusion or incorporation by reference in the S-4 Registration Statement / Proxy Statement or any Parent SEC Documents.

(e) Brokers . Except as set forth on Section  3.2(e) of the Sellers Disclosure Schedule, no broker, investment banker, or other Person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf such Seller.

Section 3.3 Representations and Warranties of Parent . Except as set forth on the disclosure schedule dated as of the date of this Agreement and delivered by Parent to the Shareholder Representatives on or prior to the date of this Agreement (the “ Parent Disclosure Schedule ”) and except as disclosed in the Parent SEC Documents filed with the SEC prior to the date of this Agreement (to the extent the qualifying nature of such disclosure is readily apparent from the content of such Parent SEC Documents) and excluding disclosures referred to in “Forward-Looking Statements”, “Risk Factors” and any other disclosures therein to the extent they are related to forward-looking statements, Parent makes the representations and warranties to the Sellers, as follows, in each case as of the date hereof and as of the Closing Date.

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(a) Organization, Standing and Power . Parent is a corporation or exempted company, as applicable, duly organized or incorporated, validly existing and in good standing under the applicable Laws of its state of incorporation or formation, as applicable, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which it is conducting its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or be in good standing would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has heretofore made available to the Sellers complete and correct copies of its Organizational Documents, each as amended to date, and each such document is (i) in full force and effect and (ii) has not been amended in any respect from the copy made available to the Sellers.

(b) Capital Structure .

(i) As of the date hereof: (A) 200,000,000 Existing Parent Class A Shares , par value $0.0001 per share, are authorized and 45,000,000 shares are issued and outstanding; (B) 20,000,000 Existing Parent Class F Shares, par value $0.0001 per share (Existing Parent Class F Shares together with the Existing Parent Class A Shares, the “ Existing Parent Ordinary Shares ”), are authorized and 11,250,000 are issued and outstanding; (C) 1,000,000 preference shares of Parent, par value $0.0001 per share (“ Parent Preference Shares ”) are authorized and 0 are issued and outstanding; (D) 7,333,333 warrants to purchase 7,333,333 Class A Shares (the “ Private Placement Warrants ”) are outstanding and (E) 15,000,000 warrants to purchase 15,000,000 Class A Shares (the “ Public Warrants ”, collectively with the Private Placement Warrants, the “ Parent Warrants ”) are outstanding. All outstanding Existing Parent Class A Shares, Existing Parent Class F Shares, Parent Preference Shares, Private Placement Warrants and Public Warrants have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights. All outstanding shares of capital stock of the Subsidiaries of Parent are owned by Parent, or a direct or indirect wholly-owned Subsidiary of Parent, free and clear of all Encumbrances.

(ii) Subject to approval of the Transaction Proposals, the equity portion of the Total Consideration, when delivered, as applicable, shall be duly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), Organizational Documents, commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound.

(c) Authority; No Violations, Consents and Approvals .

(i) Parent has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate

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action on the part of Parent, other than with respect to Parent the receipt of the Parent Shareholder Approval. This Agreement and, when executed, each Ancillary Agreement, has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of Parent, enforceable in accordance with its terms, subject as to enforceability, to the Bankruptcy Exception.

(ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not result in any violation of, or default (with or without notice or lapse of time, or both) under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under any provision of (A) the Organizational Documents of Parent or any of its respective Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease or other agreement, permit, franchise or license to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or their respective properties or assets are bound or (C) assuming the consents, approvals, orders, authorizations, registrations, filings, or permits referred to in Section  3.3(c)(iii) are duly and timely obtained or made, any Law applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (B)  and (C) , any such violations, defaults, acceleration, losses or Encumbrances that would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect.

(iii) No consent, approval, order or authorization of, or registration, or filing with, or permit from, any Governmental Entity is required to be obtained or made by Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby except for: (A) the filing of a premerger notification report by Parent under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (B) the filing with the SEC of such reports under the Exchange Act, and such other compliance with the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby; (C) such filings and approvals as may be required by any foreign premerger notification or competition, securities, corporate or other applicable Laws set forth on Schedule  3.3(c) of the Parent Disclosure Schedule; and (E) any such consent, approval, order, authorization, registration, filing, or permit that the failure to obtain or would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. With respect to the Transaction Proposals, the following approvals of the existing shareholders of Parent shall be required (the “ Parent Shareholder Approval ”):

(A) the Business Combination Proposal shall require an ordinary resolution under Cayman Islands law which requires the affirmative vote (in person or proxy) of a simple majority of the shareholders of Parent who attend and vote at the Parent Shareholders Meeting;

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(B) the NYSE Proposal shall require the affirmative vote (in person or proxy) of a simple majority of the shareholders of Parent who attend and vote at the Parent Shareholders Meeting;

(C) the Parent Domestication shall require a special resolution under Cayman Islands law which requires the affirmative vote (in person or proxy) of a majority of not less than two-thirds of the shareholders of Parent who attend and vote at the Parent Shareholders Meeting; and

(D) each of the Organizational Documents Proposals shall require a special resolution under Cayman Islands law which requires the affirmative vote (in person or proxy) of a majority of not less than two-thirds of the shareholders of Parent who attend and vote at the Parent Shareholders Meeting.

The Parent Shareholder Approval is the only vote of the holders of any class or series of shares of Parent necessary to approve the transactions contemplated by this Agreement.

(d) Transaction Expenses . Set forth on Schedule  3.3(d) of the Parent Disclosure Schedule are the estimated Parent Transaction Expenses; provided that Parent may deliver an updated Schedule  3.3(d) (including any updates to the estimated Parent Transaction Expenses) to the Shareholder Representative no later than five (5) Business Days prior to Closing.

(e) SEC Documents .

(i) Parent has made available (including via the EDGAR system) to the Sellers a true, correct and complete copy of each form, report, statement, schedule, prospectus, proxies, registration statement and other documents filed by Parent with the SEC since its initial registration of the Existing Parent Ordinary Shares (the “ Parent SEC Documents ”) and prior to the date of this Agreement. Each of the Parent SEC Documents has been timely filed and, as of their respective dates, each of the Parent SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), or the Exchange Act or any other applicable Law, as the case may be, and the rules and regulations of the SEC thereunder, in each case, to the extent applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has timely filed each report, statement, schedule, prospectus, and registration statement that Parent was required to file with the SEC since its inception. Parent has made available (including via the EDGAR system) to the Sellers all material correspondence between the SEC, on the one hand, and the Sellers or any of its Subsidiaries, on the other hand, since the initial registration of the Existing Parent Ordinary Shares. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Parent SEC Documents. As of the date hereof, (A) none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) to the knowledge of Parent, neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Parent SEC Document.

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(ii) The financial statements of Parent included in the Parent SEC Documents complied, and in the case of financial statements filed following the date hereof will comply, as to form in all material respects with Regulation S-X of the SEC, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present, and in the case of financial statements filed following the date hereof will fairly present, in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein.

(iii) There are no liabilities of Parent of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, that would be required to be presented on the face of (or in the notes thereto) an audited balance sheet prepared in accordance with GAAP other than (i) liabilities adequately provided for on the unaudited consolidated balance sheet of Parent for the quarter ended March 31, 2019 (including the notes thereto); (ii) liabilities incurred in the ordinary course of business subsequent to March 31, 2019; (iii) liabilities for fees and expenses incurred in connection with the transactions contemplated by this Agreement; and (iv) liabilities which would not reasonably be likely to have, individually or in the aggregate, a materially adverse effect on the financial position of Parent and its Subsidiaries, taken as a whole.

(iv) Parent makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case as required pursuant to Section 13(b)(2) under the Exchange Act. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NYSE. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder the Sarbanes-Oxley Act.

(f) Information Supplied . None of the information supplied or to be supplied by Parent prior to the Closing expressly for inclusion or incorporation by reference in the S-4 Registration Statement / Proxy Statement will, at the time the S-4 Registration Statement / Proxy Statement is declared effective by the SEC and at the date mailed to shareholders of Parent or at the time of the Parent Shareholders meeting, contain any untrue statement of a material fact or

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omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The S-4 Registration Statement / Proxy Statement (other than with respect to information supplied by Company for inclusion therein) will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to statements made or incorporated by reference therein based on information supplied by the Shareholder Representatives, the Sellers or the Shareholder Representatives or the Sellers on behalf of the Company or its Subsidiaries for inclusion or incorporation by reference in the S-4 Registration Statement / Proxy Statement.

(g) Absence of Certain Changes or Events . Since December 31, 2018, there has not (i) been any Parent Material Adverse Effect, and (ii) Parent has conducted itself only in the ordinary course of business consistent with past practice.

(h) No Default . Neither Parent nor any of its Subsidiaries is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the Parent Articles of Association or the comparable charter or organizational documents of any of Parent’s Subsidiaries, or (ii) any Law applicable to Parent or any of its Subsidiaries, except, in each case, for defaults or violations which would not be materially adverse to Parent.

(i) Compliance with Applicable Laws . Since the date of its incorporation or formation, as applicable, Parent has not been in violation of any applicable Law, except for violations which would not be reasonably likely, individually or in the aggregate, to result in material liability to Parent. Since the date of its incorporation, to the Knowledge of Parent, no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries has been pending or threatened, other than those the outcome of which would not be reasonably likely, individually or in the aggregate, to result in material liability to Parent.

(j) Litigation . As of the date hereof, there is no (i) suit, action, charge, complaint, arbitration or similar proceeding pending, or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries and no such suit, action, charge, complaint, arbitration or similar proceeding has been filed against Parent or any of its Subsidiaries, or any of its or their assets or properties, or (ii) judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Parent or any of its Subsidiaries or any of its or their assets or properties. Neither Parent nor any of its Subsidiaries is party to a settlement or similar agreement regarding any of the matters set forth in the preceding sentence that contains any ongoing obligations, restrictions or liabilities (of any nature) that are material to Parent and its Subsidiaries.

(k) Related Party Agreements . Schedule 3.3(k) of the Parent Disclosure Schedule sets forth a true and complete list of any Contract between Parent or any of its Subsidiaries, on the one hand, and Parent Sponsor, any of Parent Sponsor’s Affiliates or any of Parent’s Affiliates (other than Parent’s Subsidiaries) on the other hand.

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(l) Listing . The issued and outstanding Existing Parent Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE. There is no suit, action, proceeding or investigation pending or, to the knowledge of Parent, threatened against Parent by NYSE or the SEC with respect to any intention by such entity to deregister the Existing Parent Ordinary Shares or prohibit or terminate the listing of Existing Parent Ordinary Shares on NYSE. Except as otherwise set forth in this Agreement, Parent has taken no action that is designed to terminate the registration of Existing Parent Ordinary Shares under the Exchange Act.

(m) Trust Account .

(i) As of May 31, 2019, Parent had $461,191,711.70 in the Trust Account and held in trust by the Trustee pursuant to the Trust Agreement for the benefit of its public stockholders. Other than pursuant to the Trust Agreement and the Subscription Agreements, the obligations of Parent under this Agreement are not subject to any conditions regarding Parent’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby.

(ii) The Trust Agreement is valid, binding and in full force and effect and enforceable against Parent and, to the Knowledge of Parent, the Trustee in accordance with its terms and has not been amended or modified.

(iii) There are no separate agreements, side letters or other agreements or understandings (whether written or underwritten, express or implied) between Parent and the Trustee that would cause the description of the Trust Agreement in the Parent SEC Documents to be inaccurate in any material respect or, to the Knowledge of Parent, that would entitle any Person (other than the shareholders of Parent who exercise the Parent Shareholder Redemption) to any portion of the proceeds in the Trust Account.

(iv) Prior to the Closing, none of the funds held in the Trust Account will be released except (A) to pay income and franchise Taxes from any interest income earned in the Trust Account, (B) to redeem Existing Parent Class A Shares in accordance with Parent’s Organizational Documents and (C) to fund Parent’s working capital requirements, subject to an annual limit of $750,000.

(n) Exclusivity of Representations and Warranties .

(i) Except as otherwise expressly set forth in this Section  3.3 (as modified by the Parent Disclosure Schedules), any certificate delivered pursuant to this Agreement or in any Ancillary Agreements, Parent expressly disclaims any representations or warranties of any kind or nature, express or implied, including any representations or warranties as to its or their Subsidiaries, their respective businesses and affairs or the transactions contemplated by this Agreement, as applicable.

(ii) Without limiting the generality of the foregoing, except for the representations and warranties in this Section  3.3 , any certificate delivered pursuant to this Agreement or in any Ancillary Agreements, neither Parent nor any of its respective Affiliates, nor any representative of the foregoing, nor any of their respective employees, officers, directors or equityholders, has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business and affairs of Parent

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nor any of its respective Subsidiaries, that have been made available to the Sellers or to the Company, including due diligence materials, or in any presentation of the business and affairs of Parent nor any of its respective Subsidiaries, by the management of Parent or others in connection with the transactions contemplated hereby, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by the Sellers or the Company in executing, delivering and performing this Agreement and the transactions contemplated hereby. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to, any offering memorandum or similar materials made available by any of Parent and its respective representatives, are not and shall not be deemed to be or to include representations or warranties of Parent, and are not and shall not be deemed to be relied upon by the Sellers or the Company in executing, delivering and performing this Agreement and the transactions contemplated hereby, except, in each such case, to the extent of any representation or warranty provided in this Section  3.3 , any certificate delivered pursuant to this Agreement or in any Ancillary Agreements with respect to any such matters.

ARTICLE IV

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE TRANSACTION

Section 4.1 Conduct of Business by the Company and its Subsidiaries Pending the Transaction . The Sellers, severally, and not jointly and severally, covenant and agree that, from the date hereof until the Closing, except as set forth on Schedule  4.1 of the Sellers Disclosure Schedule, as expressly contemplated by this Agreement or any Ancillary Agreement, as required by any applicable Laws or as otherwise consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Sellers will cause the Company to comply with the following:

(a) Ordinary Course . Each of the Company and its Subsidiaries shall conduct its businesses in the ordinary course and shall use reasonable best efforts to preserve intact its present business organization and material Permits, maintain all of the assets and properties of, or used by, the Company and the Subsidiaries, in all material respects, in their current condition, ordinary wear and tear excepted, retain its current officers and Key Employees, and preserve its relationships with its key customers and suppliers and others having significant business dealings with it, including to the extent necessary to preserve its goodwill and ensure that its and its Subsidiaries’ ongoing business shall not be impaired in any material respect at the Closing.

(b) Distributions; Changes in Stock . Except for transactions solely among the Company and its Subsidiaries, the Company shall not and shall not permit any of its Subsidiaries to: (i) split, combine, or reclassify any membership interests, capital stock or any other equity interests, as applicable, in the Company or any Subsidiary of the Company; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, capital stock or any other equity interests, as applicable, in the Company or any Subsidiary of the Company, other than in connection with the forfeiture of equity-based incentive compensation awards outstanding as of the date hereof solely in accordance with the terms of such

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awards; (iii) grant, issue sell or otherwise dispose, or authorize to issue sell, or otherwise dispose any membership interests, capital stock or any other equity interests (such as stock options, stock units, restricted stock or other contracts for the purchase or acquisition of such capital stock), as applicable, in the Company or any Subsidiary of the Company, other than in connection with the settlement or exercise of any Company Warrants or any equity-based incentive compensation awards outstanding as of the date hereof solely in accordance with the terms of such awards; or (iv) declare, set aside or pay any dividend or make any other distribution.

(c) Governing Documents . The Company shall not amend or propose to amend the Company Certificate and shall not permit any of its Subsidiaries to amend or propose to amend its certificate of incorporation or bylaws or other similar or Organizational Documents.

(d) No Acquisitions . The Company shall not, and shall not permit any of its Subsidiaries to, (i) merge, consolidate, combine or amalgamate with any Person, (ii) acquire or agree to acquire by merging or consolidating with, purchasing any Permits from or any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or (iii) make any loans, advances or capital contributions to, or investments in, any Person other than the Company or any wholly owned Subsidiary or joint venture investment of the Company except for loans, advances or capital contributions pursuant to and in accordance with the terms of agreements or legal obligations, in each case (A) existing as of the date of this Agreement or (B) in the ordinary course of business consistent with past practice and not in excess of $500,000 individually or $5,000,000 in the aggregate.

(e) No Dispositions . The Company shall not, and shall not permit any of its Subsidiaries to, sell, lease, license, abandon, permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to sell, lease, license, abandon, permit to lapse or expire, dedicate to the public, or otherwise dispose of, any portion of its assets or properties, other than any sale, lease or disposition in the ordinary course of business consistent with past practice or pursuant to agreements existing on the date hereof and set forth on Schedule  4.1 of the Sellers Disclosure Schedule.

(f) No Dissolution . The Company shall not, and shall not permit any of its Subsidiaries to, authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution or winding-up.

(g) Accounting . The Company shall not, and shall not permit any of its Subsidiaries to, change in any material respect their accounting methods or policies, except as required by GAAP.

(h) Tax Matters . The Company shall not (i) make or rescind any Tax election or change any annual accounting period or method of accounting relating to Taxes, (ii) amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Parent, the Company or the Surviving NewCo in respect of any post-closing Tax period, or (iii) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes.

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(i) Related Party Agreements . The Company shall not, and shall not permit its Subsidiaries to, enter into or amend any contract, agreement or commitment with any former or present director or officer of the Company or any of its Subsidiaries or with any Affiliate of any of the foregoing Persons (including the Company and its Subsidiaries) or any other Person covered under Item 404 of Regulation S-K under the Securities Act.

(j) Compensation and Benefits . The Company shall not, and shall not permit its Subsidiaries to (i) increase in any manner the compensation or benefits of any current or former officer, employee, director or individual independent contractor of the Company, except for increases required by the existing terms of an Employee Benefit Plan in effect on the date hereof or applicable Law, (ii) merge, terminate or amend any Employee Benefit Plan, or establish or adopt any arrangement that would be an Employee Benefit Plan if in effect on the date of this Agreement, (iii) hire, engage or terminate any employee or individual independent contractor, or change the classification or status in respect of any employee or independent contractor, other than (A) terminations for cause and (B) new hires with annual base compensation no greater than $150,000 to fill non-executive vacancies occurring following the date hereof, (iv) loan or advance any money or other property to any present or former director, officer, employee or consultant of the Company or any of its Subsidiaries, (v) grant any severance, bonus, incentive equity or change in control benefits or (vi) take any action to accelerate the vesting or payment of, otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan.

(k) Indebtedness . The Company shall not, and shall not permit any of its Subsidiaries to (other than draws under the Credit Agreement): (i) incur, create or assume any Indebtedness for borrowed money or guarantee any such Indebtedness of another Person or issue or sell any debt securities or rights to acquire any debt securities of the Company or any of its Subsidiaries or guarantee any debt securities of another Person, or (ii) except in the ordinary course of business consistent with past practice, create any material Encumbrances on any material property or assets of the Company or any of its Subsidiaries in connection with any Indebtedness thereof other than Permitted Encumbrances, (iii) cancel or forgive any Indebtedness in excess of $200,000 owed to the Company or any of its Subsidiaries or (iv) make or incur any capital expenditures, except for capital expenditures (A) in the ordinary course of business consistent with past practice or (B) other capital expenditures in an amount not to exceed $500,000 individually or $5,000,000 in the aggregate.

(l) No Modifications . The Company shall not, and shall not permit any of its Subsidiaries to, (i) enter into any lease of real property or modify or amend any Lease, except in the ordinary course of business consistent with past practice, or (ii) amend in any materially adverse respect or terminate or extend any Material Contract except extensions, renewals and non-renewals of existing Material Contracts in the ordinary course of business consistent with past practice.

(m) Litigation . The Company shall not, and shall not permit its Subsidiaries to, settle or compromise any material litigation, arbitration or other judicial or administrative dispute or proceeding relating to the Company or any of its Subsidiaries, other than settlements or compromises of litigation in the ordinary course of business consistent with past practice, which in any event (i) do not exceed, in any individual case, $500,000, and (ii) would not prohibit or materially restrict the Company or its Subsidiaries from operating their respective businesses substantially as currently conducted or anticipated to be conducted.

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(n) Agreements . The Sellers agree to cause the Company not to, and to cause the Company not to permit any of its Subsidiaries to, agree to take any action that is prohibited by this Section  4.1 .

Notwithstanding the provisions of this Section  4.1 , the Company may take any action that would otherwise be prohibited by clauses (a) , (d) , (e) , (l) or (n)  without Parent’s consent to the extent that such action would not require the Company to amend or supplement the S-4 Registration Statement / Proxy Statement.

Section 4.2 Conduct of Business by Parent Pending the Closing . Parent covenants and agrees that, prior to the Closing, except as set forth on Schedule  4.2 of the Parent Disclosure Schedule, as expressly contemplated by this Agreement or any Ancillary Agreement, as required by any applicable Laws or as otherwise consented to by the Company (which consent shall not be unreasonably withheld, delayed or conditioned):

(a) Ordinary Course . Each of Parent and its Subsidiaries shall conduct its businesses in the ordinary course.

(b) Distributions; Changes in Stock . Except for transactions solely among Parent and its Subsidiaries, Parent shall not and shall not permit any of its Subsidiaries to: (i) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, Parent or its Subsidiaries; (ii) split, combine or reclassify any capital stock of, or other equity interests in, Parent; or (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 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.

(c) Issuance of Securities . Other than in respect of issuances in connection with the Subscription Agreements, Parent shall not, and shall not permit any of its Subsidiaries to, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, or other equity interests in, Parent or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests.

(d) Governing Documents . Other than pursuant to this Agreement, Parent shall not amend or propose to amend the Organizational Documents of Parent and shall not permit any of its Subsidiaries to amend or propose to amend its Organizational Documents.

(e) No Acquisitions . Except as contemplated hereby, Parent shall not, and shall not permit any of its Subsidiaries to, (i) merge, consolidate, combine or amalgamate with any Person other than another wholly owned Subsidiary of Parent, (ii) acquire or agree to acquire by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or (iii) make any loans, advances or capital contributions to, or investments in, any Person other than Parent or any wholly owned Subsidiary.

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(f) Trust Account . Parent shall not, in any material respect, amend the Trust Agreement or any other agreement related to the Trust Account.

(g) No Dissolution . Parent shall not, and shall not permit any of its Subsidiaries to, authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution or winding-up.

(h) Accounting . Parent shall not, and shall not permit any of its Subsidiaries to, change in any material respect their material accounting methods or policies, except as required by GAAP.

(i) Related Party Agreements . Parent shall not enter into or amend any Contract with any former or present director or officer of Parent or any of its Subsidiaries or with any Affiliate of any of the foregoing Persons or any other Person covered under Item 404 of Regulation S-K under the Securities Act other than in connection with any Director Letter Agreement or any Parent Sponsor Loan.

(j) Indebtedness . Parent shall not, and shall not permit any of its Subsidiaries to, (i) incur, create or assume any Indebtedness for borrowed money (except for trade credit incurred in the ordinary course) or guarantee any such Indebtedness of another Person or issue or sell any debt securities or rights to acquire any debt securities of Parent or any of its Subsidiaries or guarantee any debt securities of another Person or (ii) create any material Encumbrances on any material property or assets of Parent or any of its Subsidiaries in connection with any Indebtedness thereof other than Permitted Encumbrances or any Parent Sponsor Loan.

(k) Agreements . Parent shall not, and shall not permit any of its Subsidiaries to, agree to take any action that is prohibited by this Section  4.2 .

Section 4.3 No Solicitation .

(a) From and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Sellers shall not, and shall cause the Company and its respective Subsidiaries not to, and shall use reasonable best efforts to cause their and their respective Subsidiaries’ Representatives not to, directly or indirectly, (i) enter into, knowingly solicit, initiate or continue any discussions or negotiations with, or knowingly encourage any inquiries or proposals by, or participate in any negotiations with, or provide any non-public information to any Person (other than Parent, its Subsidiaries and their respective Representatives) or other entity or group, concerning any acquisition (whether by purchase of stock or assets or otherwise) of equity interests in the Company or its Subsidiaries or of all or any material portion of the assets of the Company or its Subsidiaries or any other transaction involving a change in ownership, or a debt or equity financing of the Company (a “ Company Alternative Transaction ”), (ii) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any Person any non-public information with respect to any Company Alternative Transaction or (iii) commence, continue or renew any due diligence investigation regarding any Company Alternative Transaction; provided , that, the execution,

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delivery and performance of this Agreement and the other Ancillary Agreements and the consummation of the transactions contemplated by this Agreement shall not be deemed a violation of this Section  4.3(a) . If the Sellers, the Company, their respective Subsidiaries or any of their respective Representatives receives any inquiry or proposal with respect to a Company Alternative Transaction at any time prior to the Closing, then the Sellers or the Company, as the case may be, shall promptly (and in no event later than twenty-four (24) hours after the Sellers or the Company, as the case may be, become aware of such inquiry or proposal) (A) advise Parent orally and in writing of such inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, and the terms thereof), (B) provide Parent a copy of such inquiry or proposal, if in writing, and (C) notify such Person in writing that the Sellers and the Company are subject to an exclusivity agreement with respect to the sale of the Company or its Subsidiaries that prohibits them from considering such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section  4.3(a) by any of the Sellers, the Company, their respective Subsidiaries, Affiliates or their or any of their respective Subsidiaries’ or Affiliates’ Representatives shall be deemed to be a breach of this Section  4.3(a) by the Sellers or the Company (as the case may be).

(b) From and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with its terms, Parent shall not, and shall cause its Subsidiaries not to and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (i) enter into, knowingly solicit, initiate or continue any discussions or negotiations with, or knowingly encourage any inquiries or proposals by, or participate in any negotiations with, or provide any non-public information to any Person (other than the Company, its Subsidiaries and their respective Representatives) or other entity or group, concerning any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding) relating to a Business Combination (as defined in Parent’s Articles of Association) (a “ Parent Alternative Transaction ”), (ii) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any Person any non-public information with respect to any Parent Alternative Transaction or (iii) commence, continue or renew any due diligence investigation regarding any Parent Alternative Transaction; provided , that, the execution, delivery and performance of this Agreement and the other Ancillary Agreements and the consummation of the transactions contemplated by this Agreement shall not be deemed a violation of this Section  4.3(b) . If Parent, its Subsidiaries or any of their respective Representatives receives any inquiry or proposal with respect to a Parent Alternative Transaction at any time prior to the Closing, then Parent shall promptly (and in no event later than twenty-four (24) hours after Parent becomes aware of such inquiry or proposal) (A) advise the Shareholder Representatives orally and in writing of such inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, and the terms thereof), (B) provide the Shareholder Representatives a copy of such inquiry or proposal, if in writing, and (C) notify such Person in writing that Parent is subject to an exclusivity agreement with respect to a Parent Alternative Transaction that prohibits them from considering such inquiry or proposal. Without limiting the foregoing, the parties agree that any violation of the restrictions set forth in this Section  4.3(b) by any of Parent, its Subsidiaries, Affiliates or any of their respective Representatives shall be deemed to be a breach of this Section  4.3(b) by Parent.

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Section 4.4 Consents . The Sellers shall cause the Company, and shall cause the Company to cause its Subsidiaries, to use their respective reasonable best efforts to obtain any consent that may be required under the Credit Agreement. Parent agrees to take reasonable actions to cooperate with the Sellers, the Shareholder Representatives and the Company in connection with the foregoing, including participating in meetings with the lenders and providing documentation and other information with respect to Parent that is reasonably requested by the lenders pursuant to any “know your customer” and any anti-money laundering rules and regulations, including the Patriot Act.

ARTICLE V

ADDITIONAL AGREEMENTS

Section 5.1 Preparation of S-4 Registration Statement / Proxy Statement .

(a) As promptly as reasonably practicable after receipt by Parent from the Shareholder Representatives of all financial and other information relating to the Company (in accordance with Section  5.1(b) ) as Parent may reasonably request for its preparation, Parent shall, and the Sellers shall cause the Company to, prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or the Shareholder Representatives), and Parent shall file with the SEC under the Securities Act, a registration statement on Form S-4 relating to the transactions contemplated by this Agreement (as amended from time to time, the “ S-4 Registration Statement / Proxy Statement ”) (it being understood that the S-4 Registration Statement / Proxy Statement shall include a proxy statement / prospectus which will be included therein as a prospectus and which will be used for the Parent Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Parent Organizational Documents, applicable Law and any applicable rules and regulations of the SEC and NYSE). Parent shall, and the Sellers shall cause the Company to, use their reasonable best efforts to: (a) cause the S-4 Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC; (b) promptly notify the other parties hereto of and cooperate with each other with respect to any comments of the SEC or its staff within one (1) Business Day of receipt of such comments, and promptly respond to such comments (and, in any event, within five (5) Business Days); (c) have the S-4 Registration Statement / Proxy Statement declared effective under the Securities Act as soon as reasonably practicable after it is filed with the SEC; (d) within two (2) Business Days after such declaration commence mailing the S-4 Registration Statement / Proxy Statement to the respective shareholders of each of Parent and the Company; and (e) keep the S-4 Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. Each of Parent, on the one hand, and the Sellers (who shall cause the Company to), on the other hand, shall, within two (2) Business Days of a request by the other, furnish the other all information concerning such party, its Subsidiaries, Representatives and shareholders that may be required or reasonably requested in connection with any action contemplated by this Section  5.1 ; provided , that, neither Parent, the Shareholder Representatives nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: (i) such party obtains the prior written consent of the others to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or (ii) to the extent that use of such information is required to avoid violation of applicable Law. If Parent, the Sellers, the Shareholder Representatives or the Company become aware of any information that should be disclosed in an

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amendment or supplement to the S-4 Registration Statement / Proxy Statement, then: (A) such party shall inform the others thereof within one (1) Business Day of becoming so aware; (B) such party shall prepare and mutually agree upon with the others (and its counsel) (such agreement not to be unreasonably withheld, conditioned or delayed by Parent or the Shareholder Representatives), an amendment or supplement to the S-4 Registration Statement / Proxy Statement; (C) Parent shall file such mutually agreed upon amendment or supplement with the SEC; and (D) Parent shall, and the Sellers shall cause the Company to, cooperate, if appropriate and at Parent’s expense, in mailing such amendment or supplement to the shareholders of Parent and the shareholders of the Company. Parent shall promptly advise the Shareholder Representatives and the Company of the time of effectiveness of the S-4 Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of the New Parent Class A-1 Stock for offering or sale in any jurisdiction, and Parent shall, and the Sellers shall cause the Company to, use their reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated.

(b) The Sellers shall cause the Company to, within two (2) Business Days of a request by Parent, provide Parent with all information concerning the Company and the management, operations and financial condition of the Company and its Subsidiaries, in each case, reasonably requested or required by Parent for inclusion in the S-4 Registration Statement / Proxy Statement.

Section 5.2 Access to Information . The Sellers shall cause the Company to afford Parent and its officers, directors, employees, accountants, consultants, agents, legal counsel, advisors and other representatives (collectively, the “ Representatives ”) reasonable access, at reasonable times upon reasonable prior notice, to the officers, employees, properties, offices and other facilities of the Company and its Subsidiaries and to their books, records, contracts and documents and shall furnish reasonably promptly to Parent and its Representatives such information concerning the Company’s and its Subsidiaries’ business, properties, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of Parent including in connection with the preparation of the S-4 Registration Statement / Proxy Statement. Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries. Notwithstanding the foregoing provisions of this Section  5.2 , the Sellers shall not be required to cause the Company or any of the Company’s Subsidiaries to, grant access or furnish information to Parent or any of its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by applicable Law; provided , that, the Sellers shall cause the Company to withhold only that portion of such information that is reasonably required to be withheld in order to preserve such privilege or comply with such applicable Law or Contract. The Confidentiality Agreement, dated as of April 8, 2019, between Parent and the Company (the “ Confidentiality Agreement ”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Sellers, on behalf of the Company, acknowledge that, in connection with the equity financing relating to the transactions contemplated by this Agreement, Parent shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the equity financing sources, which information may include Confidential Information; provided , that, Parent provides the Shareholder Representatives with a reasonable opportunity to review and provide comments to such presentation and the Shareholder Representatives consent to the contents thereof.

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Section 5.3 Parent Shareholders ’ Meeting . Upon the effectiveness of the S-4 Registration Statement / Proxy Statement, Parent shall: (i) take all action necessary under applicable Law and the Parent Articles of Association to call, give notice of, convene and hold an extraordinary general meeting of Parent (the “ Parent Shareholders Meeting ”) to seek (A) adoption and approval of this Agreement by the holders of Existing Parent Ordinary Shares in accordance with applicable Law and exchange rules and regulations (the “ Business Combination Proposal ”), (B) approval of the issuance of New Parent Class A-1 Stock in accordance with applicable Law and exchange rules and regulations in accordance herewith (the “ NYSE Proposal ”), (C) approval of the Parent Domestication, (D) amendment and restatement of the Parent Organizational Documents, in substantially the forms attached as Exhibits M , N and O to this Agreement (as may be subsequently amended by mutual written agreement of Shareholder Representatives and Parent at any time before the S-4 Registration Statement / Proxy Statement is declared effective by the SEC), (the “ Organizational Documents Proposals ”) and (E) approval of any other proposals reasonably agreed by Parent and Shareholder Representatives to be necessary or appropriate in connection with the transactions contemplated hereby (such proposals, together, the “ Transaction Proposals ”), which Parent Shareholders Meeting will be held as promptly as reasonably practicable following the declaration of effectiveness of the S-4 Registration Statement / Proxy Statement by the SEC (and conditioned upon such declaration of effectiveness); and (ii) submit the Transaction Proposals to, and use its reasonable best efforts to solicit proxies in favor of such Transaction Proposals from, such holders at the Parent Shareholders Meeting. Parent shall, through the Parent Board, include a statement in the S-4 Registration Statement / Proxy Statement to the effect that the Parent Board recommends that the Parent shareholders vote in favor of the Transaction Proposals (the “ Parent Board Recommendation ”). To the extent that Closing will not occur by or before 30 September 2019, Parent shall, provided that the parties are still working in good faith to consummate the transactions contemplated by this Agreement, take all action reasonably necessary under applicable Law and the Parent Articles of Association to call, give notice of, convene and hold an extraordinary general meeting of Parent to seek an extension to the time periods set out in Article 49.4 of the Parent Articles of Association. The Parent Board shall not change, withdraw, withhold, qualify or modify in a manner adverse to the Sellers or the Company, the Parent Board Recommendation (a “ Change in Recommendation ”); provided , that, the Parent Board may make a Change in Recommendation if it determines in good faith, after consultation with its outside legal counsel, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by the Parent Board of its fiduciary obligations under applicable Law. Notwithstanding anything to the contrary contained in this Agreement, Parent may, with the consent of the Parent Shareholders Meeting, adjourn or postpone the Parent Shareholders Meeting (x) to the extent necessary to ensure that any required supplement or amendment to the S-4 Registration Statement / Proxy Statement is provided to Parent’s shareholders or, if as of the time for which the Parent Shareholders Meeting is scheduled there are insufficient Existing Parent Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting or (y) in order to solicit additional proxies from shareholders of Parent in favor of the adoption of each of the Transaction Proposals.

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Section 5.4 Company Migration . The parties hereto agree to discuss in good faith a potential reincorporation of the Company to the State of Delaware (the “ Company Migration ”) prior to the Closing.

Section 5.5 Antitrust Approvals and Other Approvals; Efforts .

(a) Except for the filings and notifications made pursuant to the HSR Act or other applicable Antitrust Laws to which Sections 5.5(b) and (d) , and not this Section  5.5(a) , shall apply, promptly following the execution of this Agreement, the parties shall proceed to prepare and file with the appropriate Governmental Entities all authorizations, consents, notifications, certifications, registrations, declarations and filings that are necessary in order to consummate the transactions contemplated by this Agreement and shall diligently and expeditiously pursue, and shall cooperate fully with each other in the pursuit of, such matters.

(b) As promptly as reasonably practicable following the execution of this Agreement, but in no event later than ten (10) Business Days following the date of this Agreement, Parent shall, and the Sellers cause the Company to, make all pre-merger notification filings required under the HSR Act. Each of Parent, on the one hand, and the Sellers (who shall cause the Company to), on the other hand, shall cooperate fully with each other and shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any filings under the HSR Act. Unless otherwise agreed, Parent shall, and the Sellers shall cause the Company to, each use their reasonable best efforts to ensure the prompt expiration of any applicable waiting period, termination of any suspensory obligation or the clearance or approval under the HSR Act. Parent shall, and the Sellers shall cause the Company to, each use their reasonable best efforts to respond to and comply, as advisable, with any request for information from any Governmental Entity charged with enforcing, applying, administering, or investigating any applicable Laws designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraining trade, lessening of competition or abusing a dominant position (collectively, “ Antitrust Laws ”), including the U.S. Federal Trade Commission, the U.S. Department of Justice, any attorney general of any state of the United States or any other competition authority of any jurisdiction (“ Antitrust Authority ”). Each of Parent, on the one hand, and the Sellers (who shall cause the Company to), on the other hand, shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from any Antitrust Authority. Parent shall be entitled to direct any proceedings or negotiations with any Antitrust Authority or other Person relating to any of the foregoing. Unless expressly prohibited by a Governmental Entity, Parent shall, to the extent practicable, permit the Shareholder Representatives to participate in any material meeting or communication with a Governmental Entity with regard to obtaining any Antitrust Approval.

(c) As promptly as reasonably practicable following the execution of this Agreement, but in no event later than thirty (30) Business Days following the date of this Agreement, Parent shall and the Sellers shall cause the Company to, make all filings and submissions with the Pennsylvania Gaming Control Board (including, for the avoidance of doubt, all filings required to be made with respect to the Pennsylvania Gaming Approval) and the Illinois Gaming Board, or such successor Governmental Entity, as are required under any Law applicable to such party or any of its Affiliates. The Sellers shall cause the Company to, and Parent shall, keep each other apprised of the status of any communications with, and any inquiries or requests

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for additional information from, the Pennsylvania Gaming Control Board or Illinois Gaming Board. The Shareholder Representatives and Parent shall jointly direct any proceedings or negotiations with the Pennsylvania Gaming Control Board or the Illinois Gaming Board (or any other similar Governmental Entity) or other Person related to the any of the foregoing. Unless expressly prohibited by a Governmental Entity, the Sharehodler Representatives and Parent shall, to the extent practicable, participate in any material meeting or communication with a Governmental Entity with regard to obtaining the Pennsylvania Gaming Approval.

(d) Subject to the terms and conditions of this Agreement, Parent will, and the Sellers shall cause the Company to, use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law, as determined by them in their reasonable discretion, to consummate the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary waivers, consents, approvals, permits, orders or authorizations (including the expiration or termination of any waiting periods) from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), (iii) obtain all necessary waivers, consents, approvals, permits, orders or authorizations from third parties to the extent required for the consummation of the transactions contemplated hereby, and (iv) execute and deliver additional instruments necessary to consummate the transactions contemplated by this Agreement; provided , that, neither any of the parties hereto nor the Company shall be required to take, or cause to be taken, any actions that are not contingent on the Closing.

(e) Parent shall not, nor shall they permit their respective Subsidiaries to, acquire or agree to acquire any rights, assets, business, person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition, would reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or waiver under the HSR Act with respect to this Agreement.

Section 5.6 Indemnification; Directors ’ and Officers ’ Insurance .

(a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement, indemnification agreement or otherwise, from and after the Closing, Parent shall and shall cause the Surviving NewCo, to indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Closing, subject to the terms hereof, a director or officer of Parent or the Company, or any of their respective Subsidiaries (the “ Indemnified Persons ”) against all losses, claims, damages, costs, fines, penalties, expenses (including reasonable attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld, delayed or conditioned) of or in connection with any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was a director or officer of Parent or the Company, or any of their respective Subsidiaries, or by reason of anything done or not done by such Person in any such capacity whether pertaining to any act or omission occurring or existing prior to, at or after the Closing and whether asserted or claimed prior to, at or after the Closing (“ Indemnified Liabilities ”), including all Indemnified Liabilities based in whole or in part on, or arising in whole

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or in part out of, or pertaining to, this Agreement or the transactions contemplated hereby, in each case to the fullest extent permitted under applicable Laws but solely to the extent such indemnification is provided for in the organizational documents of Parent, the Company, any employment agreement or indemnification agreement effective as of the date hereof. Any Indemnified Person wishing to claim indemnification under this Section  5.6 , upon learning of any such claim, action, suit, proceeding or investigation, shall notify Parent or the Surviving NewCo, as applicable, (but the failure so to notify shall not relieve a party from any liability that it may have under this Section  5.6 except to the extent such failure materially prejudices such party’s position with respect to such claims) and shall deliver to Parent or the Surviving NewCo, as applicable, any undertaking required by applicable Law.

(b) Parent and the Surviving NewCo shall not amend, repeal or otherwise modify the Organizational Documents of Parent or the Surviving NewCo, or any of their respective Subsidiaries, as applicable, in any manner that would affect adversely the rights thereunder with respect to periods prior to the Closing of individuals who at and at any time prior to the Closing were directors or officers of Parent, the Company or any of their respective Subsidiaries, except to the extent required by Law. Parent shall, and shall cause the Surviving NewCo to, fulfill and honor any indemnification agreements between (i) Parent, on the one hand, and any of its directors, officers or employees existing as of the date hereof, and (ii) the Company, on the one hand, and any of its directors, officers or employees existing as of the date hereof.

(c) The Sellers shall cause the Company to, with respect to the Company’s Indemnified Persons, put in place and fully prepay at or prior to the Closing a “tail” insurance policy with a claims period of at least six (6) years from the Closing from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Closing; provided , that, if the aggregate annual premiums for such insurance policies exceed 250% of the per annum rate of premiums currently paid for such insurance policies, then the Sellers shall cause the Company to purchase and maintain insurance policies or tail insurance providing for the maximum coverage that shall then be available at an annual premium equal to 250% of such rate.

(d) Parent will, with respect to its Indemnified Persons, cause to be put in place and shall fully prepay at or prior to the Closing a “tail” insurance policy with a claims period of at least six (6) years from the Closing from an insurance carrier with the same or better credit rating as Parent’s current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as Parent’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Closing; provided , that, if the aggregate annual premiums for such insurance policies exceed 250% of the per annum rate of premiums currently paid for such insurance policies, then Parent shall purchase and maintain insurance policies or tail insurance providing for the maximum coverage that shall then be available at an annual premium equal to 250% of such rate.

(e) In the event that Parent, the Surviving NewCo or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such case, proper

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provisions shall be made so that the successors and assigns of such Person shall assume the obligations set forth in this Section  5.6 . The provisions of this Section  5.6 are intended to be for the benefit of, and shall be enforceable by, the parties hereto and each Person entitled to indemnification pursuant to this Section  5.6 .

(f) Notwithstanding anything to the contrary contained in this Agreement, from and after the Closing, Surviving NewCo hereby agrees to indemnify Parent Sponsor and to hold Parent Sponsor and each of its directors, officers, managers, employees, Affiliates, equityholders, agents, attorneys, representatives, successors and assigns (collectively, the “ Parent Sponsor Indemnified Parties ”) harmless from and against, and to pay to the applicable Parent Sponsor Indemnified Parties the amount of, any and all Losses based upon, attributable to or resulting from any actual or threatened Action brought by any equityholder of the Company, or any of their respective directors, officers, managers, employees, Affiliates, equityholders, agents, attorneys, representatives, successors and assigns in connection with any of the transactions contemplated by this Agreement.

Section 5.7 Public Announcements . None of the parties hereto shall, nor shall any of the parties hereto permit any of their representatives to, issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written consent of Parent, on the one hand, and the Shareholder Representatives, on the other hand (which consent shall not be unreasonably withheld), except as may be required by applicable Law (a “ Required Disclosure ”). Notwithstanding the foregoing, in the event of a Required Disclosure, to the extent reasonably practicable, the disclosing party will (a) deliver a draft of such press release or public statement to each other party, and shall give each other party reasonable opportunity (but in no event less than twenty-four (24) hours) to comment thereon prior to such disclosure and (b) consider in good faith the reasonable comments of such other party.

Section 5.8 Investigation; No Other Representations or Warranties .

(a) Each of the parties acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon has formed an independent judgment concerning, Parent, the Sellers, the Company and their respective Subsidiaries, and, in each case, their businesses and operations, and each such Person has requested such documents and information from each of the other applicable Persons as each such Person considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each such Person acknowledges and agrees that it has had an opportunity to ask all questions of such other Persons with respect to any matter such party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement.

(b) Each of the parties agrees that, except for the representations and warranties made with respect to the Company that are expressly set forth in Section  3.1 of this Agreement or any certificate delivered pursuant to this Agreement, the representations and warranties made with respect to the Sellers that are expressly set forth in Section  3.2 of this Agreement or any certificate delivered pursuant to this Agreement, the representations and warranties of Parent that are expressly set forth in Section  3.3 of this Agreement or any certificate delivered pursuant to this Agreement, and any representations and warranties of such Person expressly set forth in any Ancillary Agreement, no party to this Agreement has, and none of their respective Affiliates or

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Representatives have, made and shall not be deemed to have made any representation or warranty of any kind with respect to the matters contemplated by this Agreement or any materials heretofore or hereafter delivered to or made available to each of the other applicable Persons or their respective representatives or Affiliates.

(c) Without limiting the generality of Section  5.8(b) , Parent agrees that none of the Sellers, the Company or any of their Affiliates or Representatives, makes or has made any representation or warranty to Parent or any of its Affiliates or Representatives with respect to:

(i) any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent or any of its Affiliates or Representatives; or

(ii) any other information, statement or documents heretofore or hereafter delivered to or made available to Parent or any of its Affiliates or Representatives, except to the extent and as expressly covered by a representation and warranty made (i) with respect the Company, and contained in Section  3.1 of this Agreement or any certificate delivered pursuant to this Agreement, or (ii) by the Sellers and contained in Section 3.2 of this Agreement or any certificate delivered pursuant to this Agreement.

(d) Without limiting the generality of Section  5.8(b) , the Sellers agree that neither Parent nor any of its respective Affiliates or Representatives, makes or has made any representation or warranty to the Sellers or any of their respective Affiliates or Representatives with respect to:

(i) any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of Parent or any of its Subsidiaries or the future business, operations or affairs of Parent or any of its Subsidiaries heretofore or hereafter delivered to or made available to the Company or any of its Affiliates or Representatives; or

(ii) any other information, statement or documents heretofore or hereafter delivered to or made available to the Sellers or any of its respective Affiliates or Representatives, except to the extent and as expressly covered by a representation and warranty made by Parent and contained in Section  3.3 of this Agreement or any certificate delivered pursuant to this Agreement.

(e) Nothing in this Agreement (including this Section  5.8 ) shall relieve any party hereto of any liability for or limit any Person’s ability to seek any remedy in the event of Actual Fraud. For purposes of this Agreement, “ Actual Fraud ” means, with respect to a party, each of (i) the existence of a false representation or warranty by such party with respect to any Express Representation, (ii) the actual knowledge of the party making the Express Representation in question that such Express Representation was false when made, and (iii) such false representation or warranty would reasonably be expected to induce another party to act or refrain from acting by the making of such false Express Representation.

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Section 5.9 NYSE Listing . From the date of this Agreement through the Closing, Parent shall, and the Sellers shall cause the Company to, use reasonable best efforts to ensure that Parent remains listed as a public company on, and for the Existing Parent Ordinary Shares to be tradable over, the New York Stock Exchange (the “ NYSE ”).

Section 5.10 Transaction Litigation . Subject to the following sentence, each party hereto shall notify the other parties hereto of the defense, settlement or prosecution of any proceeding commenced following the date hereof related to this Agreement or the transactions contemplated hereby, and shall keep the other parties hereto apprised of any developments with respect to such defense, settlement or prosecution, on a reasonably frequent basis and at such party’s sole cost and expense. Further, the Sellers shall cause the Company to promptly advise Parent orally and in writing of any Action brought by any shareholder of the Company against the Company or its directors or officers relating to this Agreement or the transactions contemplated by this Agreement (such Action, a “ Shareholder Action ”) and shall keep Parent reasonably informed regarding any such litigation. The Sellers shall cause the Company to give Parent the opportunity to participate in, subject to a customary joint defense agreement, but not control the defense of any such litigation, to give due consideration to Parent’s advice with respect to such litigation and to not settle any such litigation without the prior written consent of Parent, such consent not to be unreasonably withheld, delayed or conditioned; provided , that, the Company shall bear all of its costs of investigation and all of its defense and attorneys’ and other professionals’ fees related to such Shareholder Action. Parent shall promptly advise the Shareholder Representatives orally and in writing of any Action brought by any stockholder of Parent against Parent or its directors or officers relating to this Agreement or the transactions contemplated by this Agreement and shall keep the Shareholder Representatives reasonably informed regarding any such litigation. Parent shall give the Shareholder Representatives the opportunity to participate in, subject to a customary joint defense agreement, but not control the defense of any such litigation, shall give due consideration to the Shareholder Representatives’ advice, on behalf of the Company, with respect to such litigation and shall not settle any such litigation without the prior written consent of the Shareholder Representatives, such consent not to be unreasonably withheld, delayed or conditioned.

Section 5.11 Section  16 Matters . Prior to the Closing, Parent shall take all such steps as may be required (to the extent permitted under applicable Law and no-action letters issued by the SEC) to cause any acquisition of New Parent Class A-1 Stock by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Parent, to be exempt under Rule 16b-3 under the Exchange Act. Parent shall provide the Sellers with copies of any resolutions proposed to be adopted by the Parent Board in connection with the foregoing prior to such adoption.

Section 5.12 Board of Directors . Promptly following the Closing, Parent shall ensure that the board of directors of Parent at the Closing shall be comprised of seven members, consisting of the individuals set forth on Schedule 5.12 .

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Section 5.13 280G Approval .

(a) No later than five (5) Business Days prior to the Closing Date, the Sellers shall request a waiver of the right to receive payments and/or benefits that could constitute “parachute payments” under Section 280G of the Code (a “ Parachute Payment Waiver ”) from each Person who, with respect to the Company or any of its Subsidiaries, would be a “disqualified individual” (within the meaning of Section 280G of the Code) and who might otherwise receive, have received, or have the right or entitlement to receive any parachute payment under Section 280G of the Code, and the Sellers shall cause the Company to have delivered each such executed Parachute Payment Waiver so received to Parent before the Closing Date.

(b) To the extent the Company receives any executed Parachute Payment Waivers, then no later than three (3) Business Days prior to the Closing Date, the Sellers shall cause the Company to solicit the approval by the applicable Company Holders necessary to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section  5.13(a) above and the stockholder approval described herein, might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code or that would be subject to an excise tax by reason by Section 4999 of the Code.

(c) No later than five (5) Business Days prior to requesting the Parachute Payment Waivers, the Sellers shall cause the Company to provide drafts of such Parachute Payment Waivers, all other stockholder approval materials, and the calculations under Section 280G of the Code to Parent for review and consider in good faith any comments that Parent may provide thereon. To the extent the Company receives any executed Parachute Payment Waivers, then prior to the Closing Date, the Sellers shall cause the Company to deliver to Parent evidence reasonably satisfactory to Parent that a vote of the Company Holders was solicited in accordance with the foregoing provisions of this Section  5.13 and that either (i) the requisite number of votes of the Company Holders was obtained with respect to the amounts waived under the Parachute Payment Waivers (the “ 280G Approval ”) or (ii) the 280G Approval was not obtained, and, as a consequence, the amounts waived under the Parachute Payment Waivers shall not be made or provided.

Section 5.14 Repayment of Employee Loans .

(a) Prior to the Closing, the Sellers shall cause the Company to take such action as may be necessary such that, as of the Closing, (i) all agreements between the Company (and its Affiliates) and any director or officer of the Company providing for a loan to such director or officer shall be terminated (including by way of automatic termination in accordance with its terms) and of no further continued force or effect without any obligations or liabilities surviving the Closing, (ii) all accounts payable to either party to such agreements shall be settled and fully discharged with no further obligation or liability to either party, and (iii) all Leakage (if any) has been repaid to the Company in full by any recipients of such Leakage who is either a director or officer of the Company; provided , that, to the extent applicable, any such repayment obligations described in this sentence may be satisfied pursuant to Section  2.1(a)(iii) .

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(b) Prior to the Closing, the Sellers shall cause the Company to use commercially reasonable efforts to take such action as may be necessary such that, as of the Closing, (i) all agreements between the Company (and its Affiliates) and any employee the Company (other than any directors or officers of the Company) providing for a loan to such employee shall be terminated (including by way of automatic termination in accordance with its terms) and of no further continued force or effect without any obligations or liabilities surviving the Closing, (ii) all accounts payable to either party to such agreements shall be settled and fully discharged with no further obligation or liability to either party, and (iii) all Leakage (if any) has been repaid to the Company in full by any recipients of such Leakage (other than a director or officer of the Company); provided , that, to the extent applicable, any such repayment obligations described in this sentence may be satisfied pursuant to Section  2.1(a)(iii) .

Section 5.15 Subscription Agreements . Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements.

Section 5.16 Trust Account . Upon satisfaction or waiver of the conditions set forth in Article VI and provision of notice thereof to the Trustee (which notice Parent shall provide to the Trustee in accordance with the terms of the Trust Agreement), (a) in accordance with and pursuant to the Trust Agreement, at the Closing, Parent (i) shall cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) shall use its commercially reasonable efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (A) pay as and when due the Parent Shareholder Redemption Amount, and (B) immediately thereafter, pay all remaining amounts then available in the Trust Account in accordance with this Agreement and the Trust Agreement and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Section 5.17 Pennsylvania Gaming Approval . Unless otherwise agreed in writing by the parties hereto, if the Pennsylvania Gaming Approval is not obtained by September 15, 2019, the parties hereto agree, and the Sellers shall cause the Company to cause its Subsidiaries, to take such actions as are reasonably necessary to consummate the transactions contemplated hereby.

Section 5.18 Post-Closing Merger of the Company . The parties hereto agree that, following the Closing, the Company shall merge with and into NewCo, the separate corporate existence of the Company shall cease and NewCo shall be the surviving company and a direct wholly-owned subsidiary of Parent.

Section 5.19 Sellers ’ Board Nominees . Notwithstanding anything to the contrary herein or in any of the Ancillary Agreements, the Sellers shall use commercially reasonable efforts to cause their respective Board Nominees to vote in favor of any action required to cause the Company to take, or not take, any action which the Sellers are required to cause the Company to take, or not take, pursuant to this Agreement or any of the Ancillary Agreements.

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Section 5.20 Further Assurances .

(a) Subject to the terms and conditions of this Agreement, Parent and the Sellers agree to use their reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, which obligations shall specifically include the obligation to promptly consummate the transactions contemplated by this Agreement upon the satisfaction of each parties’ applicable conditions set forth in Article VI .

(b) Subject to the terms and conditions of this Agreement, at any time and from time to time after the Closing, at a party’s request and without further consideration, the other parties shall execute and deliver to such requesting party such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as required in order to consummate the transactions contemplated hereby.

(c) From the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Closing, the Sellers shall, or shall cause the Company to, give prompt notice to Parent, and Parent shall give prompt notice to the Shareholder Representatives and the Company, of (i) any notice or other communication received by such party or parties from any Governmental Entity in connection with the transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (ii) any actions, suits, claims, investigations or other legal proceeding commenced or threatened against, relating to or involving or otherwise affecting such party or its Subsidiaries which relate to the transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, has caused any representation or warranty made by such party or parties contained in this Agreement to be untrue or inaccurate, and (iv) any failure of such party or parties to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder. For the avoidance of doubt, the delivery of any notice pursuant to this Section  5.20(c) shall not (A) cure any breach of, or non-compliance with, any other provision of this Agreement, (B) limit the remedies available to the party receiving such notice, or (C) constitute an acknowledgment or admission of breach of this Agreement.

Section 5.21 Capacity of Sellers . Parent acknowledges and agrees that each of the Sellers is entering into this Agreement and any Ancillary Agreement to which such Seller is a party solely in such Seller’s capacity as a shareholder of the Company and not in any other capacity, including as a member of the Company Board or the Company’s management, as applicable; provided , that, this Section  5.21 shall not serve to limit such Seller’s obligations pursuant to this Agreement to cause the Company to take, or not to take, any action which the Sellers are required to cause the Company to take, or not take, pursuant to this Agreement or any of the Ancillary Agreements.

Section 5.22 Stock Certificates . The Sellers shall use reasonable best efforts to cause each Seller to deliver, or cause to be delivered, certificates which represent such Seller’s shares of Company Stock, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank.

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ARTICLE VI

CONDITIONS PRECEDENT

Section 6.1 Conditions to Each Party ’ s Obligations . The respective obligations of each party to effect the transactions contemplated by this Agreement are subject to the satisfaction, or written waiver by both Parent and the Sellers, at or prior to the Closing Date of the following conditions:

(a) Shareholder Approval . The Parent Shareholder Approval shall have been obtained.

(b) Approvals . The applicable waiting periods (and any extension thereof, including any timing agreements with any Antitrust Authority not to consummate the transactions contemplated by this Agreement) under the HSR Act shall have expired or been terminated.

(c) Pennsylvania Gaming Approval . The Pennsylvania Gaming Approval shall have been obtained.

(d) No Injunctions or Restraints . No Governmental Entity having jurisdiction over any party hereto shall have issued any order, decree, ruling, injunction or other action (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby and no Law shall have been adopted that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited.

(e) Effectiveness of S-4 Registration Statement / Proxy Statement . The S-4 Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the S-4 Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remains pending.

(f) Minimum Cash . The amount of Available Cash shall not be less than the Cash Component.

(g) NYSE Listing . The New Parent Class A-1 Stock to be issued pursuant to this Agreement shall have been approved for listing on NYSE, subject only to official notice of issuance thereof.

(h) Net Tangible Assets . Parent shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining.

Section 6.2 Additional Conditions to Obligations of Parent . The obligations of Parent to effect the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived in writing in whole or in part exclusively by Parent:

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(a) Representations and Warranties with Respect to the Company . (i) Each of the representations and warranties made with respect to the Company set forth in Sections 3.1(a) , 3.1(b) , 3.1(c)(i) and 3.1(u) of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date), (ii) the representations and warranties made with respect to the Company set forth in the first sentence of Section  3.1(e) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and (iii) all other representations and warranties made with respect to the Company in this Agreement shall be true and correct (disregarding any qualifiers as to materiality or Company Material Adverse Effect) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) except for failures that would not be reasonably likely to result in a Company Material Adverse Effect.

(b) Representations and Warranties of the Sellers . Each of the representations and warranties of the Sellers set forth in Section  3.2 of this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date).

(c) Performance of Obligations . The Sellers shall have performed or complied in all material respects with all obligations required to be performed or complied with by the Sellers under this Agreement at or prior to the Closing Date.

(d) No Company Material Adverse Effect . Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect.

(e) Compliance Certificate . Parent shall have received a certificate of the Company signed by its Chief Executive Officer or Chief Financial Officer, dated the Closing Date, confirming that the conditions in Sections 6.2(a) , (c) and (d)  have been satisfied.

(f) Documents . The Sellers shall have caused the Company to have delivered to Parent executed copies of all of the documents required to be delivered pursuant to Section  1.2(a) .

(g) Lender Consent . Parent shall have received evidence of the Company having obtained any required consent under the Credit Agreement.

Section 6.3 Additional Conditions to Obligations of the Sellers . The obligations of the Sellers to effect the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived in writing in whole or in part exclusively by the Company:

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(a) Representations and Warranties of Parent . (i) Each of the representations and warranties of Parent set forth in Section  3.3(a) and Section  3.3(c)(i) of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date), (ii) each of the representations and warranties of Parent set forth in Section  3.3(b) of this Agreement shall be true and correct other than de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date), (iii) each of the representations and warranties of Parent set forth in clause (i)  of Section  3.3(g) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date and (iv) all other representations and warranties of Parent in this Agreement shall be true and correct (disregarding any qualifiers as to materiality or Parent Material Adverse Effect) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) except for failures that would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect.

(b) Performance of Obligations of Parent . Parent shall have performed or complied in all material respects with all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c) No Parent Material Adverse Effect . Since the date of this Agreement, there shall not have occurred a Parent Material Adverse Effect.

(d) Compliance Certificate . The Company shall have received a certificate of Parent signed by its Chief Executive Officer or Chief Financial Officer, dated the Closing Date, confirming that the conditions in Sections 6.3(a) , (b) , and (c)  have been satisfied.

(e) Documents . Parent shall have executed and delivered to the Company all of the documents required to be delivered pursuant to Section  1.2(b) .

ARTICLE VII

TERMINATION AND AMENDMENT

Section 7.1 Termination . This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the effectiveness of the Stock Purchase, whether before or after adoption of this Agreement by the shareholders of Parent (by written notice specifying with particularity the reason for such termination, and any termination, if otherwise in accordance with this Agreement, shall be effective immediately upon delivery of such written notice to the other party):

(a) by mutual written consent of the Shareholder Representatives and Parent;

(b) by either the Shareholder Representatives or Parent:

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(i) if (A) any Governmental Entity having jurisdiction over any party hereto shall have issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby and such order, decree, ruling or injunction or other action shall have become final and non-appealable or if there shall be adopted any Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited; provided , that, the right to terminate this Agreement under this Section  7.1(b)(i) shall not be available to any party (x) whose failure to fulfill any obligation or condition under this Agreement proximately caused such conditions set forth in Sections 6.1 , 6.2 or 6.3 hereof to not be or not be able to be satisfied on or prior to the Closing, or (y) in the event that the Pennsylvania Gaming Approval has not been obtained on or prior to the Closing, or (B) the Parent Shareholder Approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at the Parent Shareholders Meeting;

(ii) if the Closing shall not have been consummated by September 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; provided ,  further , that, the Termination Date shall automatically be extended to November 15, 2019 if, on the Termination Date, Parent is working in good faith to consummate the transactions contemplated by this Agreement and Parent has obtained any shareholder approval as may be required to consummate the transactions contemplated by this Agreement following the Termination Date;

(iii) in the event of a breach by the other party of any representation, warranty, covenant or other agreement contained in this Agreement which (A) would give rise to the failure of a condition set forth in Section  6.2 or Section  6.3 , as applicable, and (B) cannot be or has not been cured by the earlier of thirty (30) days after the giving of written notice to the breaching party of such breach and the Termination Date (a “ Terminable Breach ”); provided , that, the terminating party is not then in Terminable Breach of any representation, warranty, covenant or other agreement contained in this Agreement; and

(c) by either Parent or the Shareholder Representatives if the amount of Available Cash is less than the amount required to satisfy the condition set forth in Section  6.1(f) .

Section 7.2 Effect of Termination; Limitations on Damages . In the event of termination of this Agreement by any party hereto as provided in Section  7.1 , this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto except with respect to this Section  7.2 , the second and third to last sentences of Section  5.2 , Section  5.6(f) , Section  7.3 and Article VIII ; provided , that, no such termination shall relieve any party from liability for damages for a knowing and intentional breach of any representation, warranty or obligation hereunder; provided , that, notwithstanding anything to the contrary contained herein, no party hereto shall be liable under this Agreement for any consequential (including lost profits) damages, punitive or special damages, irrespective of whether such damages are available under applicable Law. For purposes of the foregoing, “ intentional breach ” shall mean a material breach or material default that is a consequence of an act knowingly undertaken by the breaching party with the intent of causing a breach of this Agreement.

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Section 7.3 Expenses . Except as otherwise provided in this Agreement, each party hereto shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the transactions contemplated hereby.

Section 7.4 Extension; Waiver . At any time prior to the effectiveness of the Stock Purchase, the parties hereto, by action taken or authorized by their respective Boards of Directors or similar governing bodies, may, to the extent legally allowed: (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto by the other parties hereto; (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements or conditions contained herein by the other parties hereto. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, and shall not be deemed a waiver of any future obligations or rights, except to the extent expressly set forth in such waiver.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.1 Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Adjusted Cash Component ” means the cash payable to Company Holders pursuant to Section  2.1(a)(i) after the application of Section  2.5(a) but without regard to any adjustments pursuant to Section  2.5(b) .

“ Affiliate ” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the ownership of a majority of the voting securities of the applicable Person or the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the applicable Person, whether through ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto; provided , that, in no event shall the Parent Sponsor be considered an Affiliate of any portfolio company of any investment fund affiliated with TPG Global, LLC nor shall any portfolio company of any investment fund affiliated with TPG Global, LLC be considered to be an Affiliate of Parent Sponsor.

“ Aggregate Adjusted Share Consideration ” means an amount equal to the aggregate number of shares of New Parent Class A-1 Stock issuable to Company Holders pursuant to Section  2.1(a)(i) after application of Section  2.5(a) but without regard to any adjustments pursuant to Section  2.5(b) .

“ Aggregate Cash Election Share Differential ” means the sum of all Cash Election Share Differential amounts with respect to all Company Holders that are entitled to additional consideration pursuant to Section  2.1(a)(ii) .

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“ Aggregate Fair Market Value ” means and amount equal to the sum of (a) the Adjusted Cash Component plus (b) the product of (i) the Aggregate Adjusted Share Consideration multiplied by (ii) the Parent Closing Price.

“ Ancillary Agreements ” means the Parent Sponsor Support Agreement, the Subscription Agreements, the New Accel Warrant Agreement, the Key Holder Support Agreement and the Registration Rights Agreement.

“ Anti-Corruption Laws ” means all U.S. and non-U.S. Laws relating to the prevention of corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act of 2010.

“ Available Cash ” means, as of the Closing, the amount of funds contained in the Trust Account (net of the Parent Shareholder Redemption Amount), plus the amount of Available Financing Proceeds, minus the Parent Transaction Expenses (which shall be deemed to be $22,500,000 (unless otherwise mutually agreed between the Shareholder Representative and Parent Sponsor), and minus the Company Transaction Expenses (which shall be deemed to be $17,000,000 (unless otherwise mutually agreed between the Shareholder Representative and Parent Sponsor)).

“ Available Debt Proceeds ” means an amount determined by Parent in its sole discretion upon written notice to the Company at any time prior to the Closing (which amount shall not exceed proceeds which are available under the Credit Agreement on Closing or any alternative credit facility arranged by Parent (which alternative credit facility shall be reasonably acceptable to the Company), provided , that, Parent shall not be obligated to arrange any such alternative credit facility); provided , that, such amount shall not cause Surviving NewCo to exceed the Leverage Ratio unless otherwise mutually agreed between the board of directors of the Company (the “ Company Board ”) (or relevant committee of the Company Board) and Parent Sponsor.

“ Available Financing Proceeds ” means, as of the Closing, an amount equal to the Available Debt Proceeds, plus any net cash proceeds to Parent resulting from the Subscription Agreements.

“ Bankruptcy Exception ” means bankruptcy, insolvency, reorganization, moratorium and other applicable Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

“ Board Nominee ” means, with respect to any Seller, any member, or members, of the Company Board nominated by such Seller and appointed to the Company Board in accordance with the terms of the Company’s Organizational Documents.

“ Business Combination ” has the meaning set forth in the Parent Articles of Association.

“ Business Day ” means a day, other than Saturday, Sunday or such other day on which commercial banks in New York, New York or Chicago, Illinois are authorized or required by applicable Laws to close.

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“ Cash Component ” means the lesser of (a) $350,000,000, and (b) the aggregate Cash Election of all Company Holders.

“ Cash Election Share Differential ” means, with respect to a Company Holder that is entitled to additional consideration pursuant to Section  2.1(a)(ii) , the number of shares of Company Stock equal to the difference between (a) the number of shares of Company Stock owned by such Company Holder as of immediately prior to the effectiveness of the Stock Purchase (but following the application of Section  2.4 and Section  2.5 ) that are not Cash Election Shares minus (b) the number of shares of Company Stock equal to 30% of all the shares of Company Stock owned by such Company Holder as of immediately prior to the effectiveness of the Stock Purchase.

“ Cash Reduction Portion ” means, with respect to each Company Holder, an amount equal to the product of (a) the aggregate cash payments to be made to such Company Holder pursuant to Section  2.1(a)(i) (after the application of Section  2.6(a) but without regard to any adjustments pursuant to Section  2.5(b) ) multiplied by (b) the Cash Reduction Ratio.

“ Cash Reduction Ratio ” means a fraction, the numerator of which is equal to the difference between (a) the Adjusted Cash Component minus (b) the Maximum Cash Component, and the denominator of which is equal to the Adjusted Cash Component.

“ Company Holders ” means the holders of Company Stock.

“ Company Material Adverse Effect ” means any fact, circumstance, occurrence, condition, change, development, event or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the financial condition, business, assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole, or that prevents or materially delays or impairs, or would reasonably be expected to prevent or materially delay or impair, the ability of the Company to consummate the Stock Purchase contemplated by this Agreement; provided , that, in no event shall any of the following constitute a Company Material Adverse Effect: (a) any occurrence, condition, change, development, event or effect resulting from or relating to changes in general economic, regulatory or political conditions or conditions in the United States, the markets where the Company and its Subsidiaries operate or worldwide capital markets; (b) any occurrence, condition, change, development, event or effect that affects the industries in which the Company and its Subsidiaries operate generally (including changes in commodity prices, general market prices and regulatory changes); (c) the outbreak or escalation of hostilities, the declaration of a national emergency or war, the issuance of health advisories or the occurrence of any other similar calamity or crisis, including natural disasters and acts of terrorism; (d) any change in applicable Law, or the interpretation or enforcement policy thereof after the date hereof; (e) any change in accounting requirements or principles imposed upon the Company, its Subsidiaries or their respective businesses after the date hereof; (f) the announcement or pendency of the transactions contemplated by this Agreement; and (g) any failure (but not the underlying cause of such failure) to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flows or cash position; provided , further, that the exceptions in clauses (a) through (d) shall only apply to the extent that the Company and/or its Subsidiaries are not, or would not reasonably be expected to be, adversely affected in a disproportionate manner relative to other participants in the markets or industries in which the Company and its Subsidiaries operate.

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“ Company Shareholders Agreement ” means that certain Shareholders Agreement dated as of March 9, 2016, by and among the Company and the Company Holders party thereto.

“ Company Transaction Expenses ” means all accrued and unpaid costs and expenses incident to the negotiation and preparation of this Agreement and the other documents contemplated hereby (including the Ancillary Agreements) and the performance and compliance with all agreements and conditions contained herein to be performed or complied with at or before the Closing, including the fees, expenses and disbursements of its counsel and accountants, due diligence expenses, advisory and consulting fees and expenses (which, for the avoidance of doubt, shall include fees of the Raine Group LLC), underwriting and other third-party fees required to consummate the transactions contemplated hereby, in each case, of the Company or any Company Holder as of the Closing, plus (a) the amount of any Transfer Taxes, and (b) the amount of any severance, sales bonus, change of control payment, retention payment or other similar payment payable to any director, officer, contractor or employee of the Company or any of its Subsidiaries in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby and not including any such amounts that are solely contingent on a subsequent termination of employment, including the amount of the employer portion of any employment or payroll Taxes incurred in connection with any amount set forth in this clause (b).

“ Contract ” means any written (or, to the Knowledge of the Sellers, oral) binding contract, agreement, license, lease or other binding instrument, and all amendments, modifications and supplements thereto.

“ Credit Agreement ” means that certain Third Amended and Restated Loan and Security Agreement, dated as of April 10, 2018, among, inter alios , Accel Entertainment Gaming, LLC, as borrower, the financial institutions party thereto as lenders and CIBC Bank USA, as administrative agent, as in effect on the date hereof and/or as amended in accordance with the terms hereof.

“ Encumbrance ” means any lien, pledge, charge, encumbrance, claim, mortgage, deed of trust, security interest, restriction, right of first refusal, license, covenant not to sue or assert, defects in title, or any other burden, option or encumbrance of any kind.

“ Environmental Laws ” means any and all applicable Laws pertaining to employee health or safety, pollution or protection of the environment or natural resources.

“ ERISA Affiliate ” means any Person that, at a relevant time, would be considered a single employer with the Company or any of its Subsidiaries within the meaning of Section 4001 of ERISA or Section 414 of the Code.

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

“ Ex-Im Laws ” means all U.S. and non-U.S. Laws relating to export, re-export, transfer, and import controls, including the Export Administration Regulations administered by the U.S. Department of Commerce, the International Traffic in Arms Regulations administered by the U.S. Department of State, and U.S. customs and import requirements administered by U.S. Customs and Border Protection.

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“ Express Representations ” means (a) the representations and warranties with respect to the Company expressly and specifically set forth in Section  3.1 , (b) the representations and warranties of the Sellers expressly and specifically set forth in Section  3.2 , and (c) the representations and warranties of Parent expressly and specifically set forth in Section  3.3 , in each case, in accordance with the express terms and conditions (including limitations and exclusions and as modified by any matters disclosed in the Sellers Disclosure Schedules or the Parent Disclosure Schedules, as applicable) of this Agreement.

“ Governmental Entity ” means any court, governmental, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other body having governmental or quasi-governmental or adjudicatory powers or any (public or private) arbitrator or arbitral body.

“ Hazardous Materials ” means any substance, material or waste that is listed, classified, characterized or otherwise regulated by a Governmental Entity under Environmental Laws as “toxic,” “hazardous” or “radioactive” or as a “pollutant” or “contaminant” or words of similar meaning or effect, or for which liability or standards of conduct may be imposed under any Environmental Law, including, without limitation mold, or other fungi, asbestos or asbestos containing material, polychlorinated biphenyls or petroleum and petroleum derivatives.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. §18A, and the rules and regulations promulgated thereunder.

“ Indebtedness ” of any Person at any date means, without duplication, (a) all Obligations of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business consistent with past practice and payable in accordance with customary practices), and including all accrued and unpaid interest, prepayment penalties, penalties, premiums or original issue discount associated therewith, (b) any other Obligations of such Person that are evidenced by a note, bond, debenture or similar instrument, (c) all Obligations of such Person as lessee that are capitalized in accordance with GAAP, (d) all Obligations under any letters of credit or surety bonds, in each case, to the extent drawn, (e) all direct or indirect guarantees of any of the foregoing for the benefit of another Person, (f) the net settlement amount, to the extent resulting in any payment by, or Obligation of, the Company of any currency, interest rate or other hedging arrangements, (g) any accrued obligations to pay severance or termination pay, or termination compensation (including any related payroll Taxes), and (h) any liabilities (of any nature) related to discontinued operations.

“ Intellectual Property ” means any and all worldwide right, title and interest associated with or arising out of any intellectual property, including: (a) all domestic and foreign patents and patent applications, together with all reissuances, divisionals, continuations, continuations-in-part, revisions, renewals, extensions, and re-examinations thereof; (b) all trademarks, service marks, logos, trade names, brand names, corporate names, trade dress, trade styles, and other identifiers indicating the business or source of goods or services, and other indicia of commercial source or origin (whether registered, arising under common law or statutory law, or otherwise) and general intangibles of a like nature, and all registrations and applications to register, and renewals of, the foregoing anywhere in the world, and all goodwill associated with any of the foregoing; (c) all copyrights and copyrightable works, and all database and design rights, whether or not registered

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or published, including all data collections, “moral” rights, mask works, copyright registrations and applications therefor and corresponding rights in works of authorship; (d) rights in Software; (e) Trade Secrets; (f) all Internet domain names, electronic addresses, uniform resource locators and alphanumeric designations associated therewith and all registrations for any of the foregoing, and all social media accounts; (g) all applications, registrations, issuances and the like with respect to any of the foregoing; and (h) any similar, corresponding or equivalent rights to any of the foregoing.

“ Key Employees ” means the individuals set forth on Schedule  A of the Sellers Disclosure Schedule.

“ Knowledge ” of the Sellers or Parent, as applicable, means the actual knowledge following reasonable inquiry of the individuals set forth on Schedule  A of the Sellers Disclosure Schedule or Schedule  A of the Parent Disclosure Schedule, as applicable, and the knowledge that each such person would reasonably be expected to obtain in the course of diligently performing his or her duties.

“ 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.

“ Leakage ” means, without duplication, any of the following that occur or have occurred since March 31, 2019, and prior to the Closing: (a) any dividend or distribution, or any payments in lieu of any dividend or distribution paid or made or any share repurchase or redemption, or directors’ fees, or return of share capital paid, by the Company or any of its Subsidiaries to or for the benefit of any Company Holder, any of its Affiliates or any of its direct or indirect equityholders; (b) any payments made or agreed to be made, or liabilities assumed or indemnities incurred, by the Company or any of its Subsidiaries, in each case other than as expressly required by this Agreement, to, or for the benefit of, any Company Holder and any Tax (excluding Transfer Taxes and the employer portion of any employment and payroll Taxes incurred in connection with any amount set forth in clause (b) of the definition of “Company Transaction Expenses”) incurred, paid or payable by the Company or any of its Subsidiaries in respect of any of the foregoing; (c) the waiver or agreement to waive (whether conditional or not) by the Company or any of its Subsidiaries of any amount owed to such Person by any Company Holder, any of its Affiliates or any of its direct or indirect equityholders; or (d) the agreement, commitment or undertaking by the Company or any of its Subsidiaries to do any of the matters set out in (a), (b) and (c) above that are actually paid; provided , that the term “Leakage” shall not include any payments to a Company Holder solely in respect of such Company Holder’s status as an employee of the Company or any of its Subsidiaries.

“ Leases ” means all leases, subleases, concessions, and other agreements, written or oral, pursuant to which the Company or any Subsidiary holds any Leased Real Property, including the right to all security deposits and other amounts or instruments deposited by or on behalf of the Company or any Subsidiary thereunder.

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“ Leverage Ratio ” means a leverage ratio of Surviving NewCo equal to or in excess of 2.5x LTM EBITDA as at September 30, 2019. The following expenses shall be excluded when calculating the Leverage Ratio: (a) Company Transaction Expenses, (b) any capital expenditures prior to Closing not within the ordinary course of the Company’s business, and (c) acquisitions undertaken by the Company prior to the Closing.

“ Losses ” means losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages, interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including costs of investigation and defense and attorneys’ and other professionals’ fees), whether or not involving the claim of another Person.

“ 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.

“ Maximum Cash Component ” means an amount equal to the product of (a) sixty percent (60%) multiplied by (b) the Aggregate Fair Market Value.

“ Obligations ” means, with respect to any Indebtedness, any principal, accrued but unpaid interest, penalties, fees, guarantees, reimbursements, damages, and other liabilities payable under the documentation governing such Indebtedness.

“ OFAC ” means the U.S. Department of Treasury’s Office of Foreign Assets Control.

“ Organizational Documents ” means the articles of incorporation or association, certificate of incorporation, charter, bylaws, articles of formation, certificate of formation, regulations, operating agreement, certificate of limited partnership, partnership agreement, and all other similar documents, instruments or certificates executed, adopted, or filed in connection with the creation, formation, or organization of a Person, including any amendments thereto.

“ Outstanding Company Shares ” means the aggregate number of shares of Company Stock outstanding immediately prior to the effectiveness of the Stock Purchase.

“ Parent Articles of Association ” means the Amended and Restated Memorandum and Articles of Association of Parent, adopted by special resolution on June 19, 2017 and effective on June 27, 2017.

“ Parent Closing Price ” means an amount equal to the closing price per share of Existing Parent Class A Shares as reported on the NYSE on the first trading day immediately prior to the Closing Date.

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“ Parent Material Adverse Effect ” means any fact, circumstance, occurrence, condition, change, development, event or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the financial condition, business, assets, liabilities or results of operations of the Parent and its Subsidiaries, taken as a whole, or that prevents or materially delays or impairs, or would reasonably be expected to prevent or materially delay or impair, the ability of the Parent to consummate the transactions contemplated by this Agreement; provided , that, in no event shall any of the following constitute a Parent Material Adverse Effect: (a) any occurrence, condition, change, development, event or effect resulting from or relating to changes in general economic, regulatory or political conditions or conditions in the United States or worldwide capital markets; (b) any occurrence, condition, change, development, event or effect that affects the industries in which Parent and its Subsidiaries operate generally (including changes in commodity prices, general market prices and regulatory changes); (c) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other similar calamity or crisis, including natural disasters and acts of terrorism; (d) any change in applicable Law, or the interpretation thereof; (e) any change in accounting requirements or principles imposed upon Parent, its Subsidiaries or their respective businesses after the date hereof; (f) the announcement or pendency of the transactions contemplated by this Agreement; and (g) any failure (but not the underlying cause of such failure) to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flows or cash position; provided , further, that, the exceptions in clauses (a) through (d) shall only apply to the extent that Parent and/or its Subsidiaries are not, or would not reasonably be expected to be, adversely affected in a disproportionate manner relative to other participants in the markets or industries in which Parent and its Subsidiaries operate.

“ Parent Ordinary Share Value ” means, as of immediately before the Closing, the quotient equal to (a) the aggregate amount of cash on deposit in the Trust Account as of such time (and prior to the Parent Shareholder Redemption), including interest earned on the funds held in the Trust Account and not previously released to Parent to pay certain Taxes, divided by (b) the number of then outstanding Existing Parent Class A Shares (before giving effect to the Parent Domestication) authorized in connection with Parent’s initial public offering.

“ Parent Shareholder Redemption ” means the right of the holders of Existing Parent Class A Shares to have all or a portion of such shares redeemed upon the consummation of a Business Combination, for a per share redemption price of cash equal to the Parent Ordinary Share Value, subject to the terms and conditions of the Parent Articles of Association.

“ Parent Shareholder Redemption Amount ” means the aggregate amount of cash proceeds required to satisfy any exercise by shareholders of Parent of the Parent Shareholder Redemption.

“ Parent Sponsor Loan ” means any loan made by Parent Sponsor or any of its Affiliates in connection with the transactions contemplated hereby.

“ Parent Transaction Expenses ” means (a) all accrued and unpaid fees, expenses and disbursements of counsel, accountants, advisors and consultants to Parent, and (b) all accrued and unpaid costs and expenses incident to the negotiation and preparation of this Agreement and the other documents contemplated hereby (including the Ancillary Agreements) and the performance

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and compliance with all agreements and conditions contained herein to be performed or complied with at or before the Closing, including the fees, expenses and disbursements of its counsel and accountants, due diligence expenses, advisory and consulting fees and expenses, and other third-party fees required to consummate the transactions contemplated hereby (including, for the avoidance of doubt, the Parent Underwriting Fees), in each case, of Parent or its Subsidiaries as of the Closing.

“ Parent Underwriting Fees ” means the fees of Parent’s underwriters in the amount of $15,750,000.

“ Pennsylvania Gaming Approval ” means, either (a) a formal action by the Pennsylvania Gaming Control Board or its successor or designee pursuant to Section 3517(A) and other relevant sections of the Pennsylvania Race Horse and Development Act permitting the proposed or contemplated change in ownership as set forth in this Agreement or (b) in the absence of formal action, written confirmation from Pennsylvania Gaming Control Board staff that no such formal action is required to permit the consummation of the transactions contemplated by this Agreement.

“ Per Share Consideration Amount ” means an amount equal to $177.

“ Permits ” means permits, franchises, grants, easements, variances, exceptions, consents, certificates, approvals, waivers, orders, licenses or other authorizations with any Governmental Entity.

“ Person ” means any individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization, or any other form of business or professional entity, but shall not include a Governmental Entity.

“ Personal Information ” means, in addition to any definition for any similar term provided by applicable Law, or by the Company or any of its Subsidiaries in any of their privacy policies, notices or contracts, all information that identifies, allows identification of or is otherwise identifiable with an individual person or device, including, to the extent applicable, name, physical address, telephone number, email address, financial account number or government issued identifier (including Social Security number and driver’s license number), date of birth, biometric information or identifiers, Internet Protocol addresses, unique device identifiers or other persistent identifiers, and any other data used or intended to be used to identify, contact or precisely locate an individual (e.g., geolocation data), together with other information to the extent collected and associated by the Company or its Subsidiaries with such individual, as so associated. Personal Information may relate to any individual, including a current, prospective or former customer, user of any website, product or service, or employee of any Person. Personal Information includes the foregoing information in any form, including paper, electronic and other forms.

“ Privacy Laws ” means all Laws, and to the extent applicable, self-regulatory guidelines (including without limitation, the Payment Card Industry Data Security Standard (PCI-DSS) and Laws relating to the collection, use or processing of biometric information or identifiers) relating to privacy, data protection, data security and breach notification, including with respect to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disclosure, data localization or transfer (including cross-border transfer) of Personal Information.

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“ Purchaser Group ” means Parent, its respective Affiliates, and each of such Person’s respective equityholders, managers, officers, directors, employees, agents, successors and assigns.

“ Registered Intellectual Property ” means any and all issued patents, pending patent applications, registered trademarks, pending applications for registration of trademarks, registered copyrights and pending applications for registration of copyrights and Internet domain names and social media accounts owned or purported to be owned by the Company and its Subsidiaries, or filed or applied for by or on behalf of the Company and its Subsidiaries and still pending.

“ Sanctioned Country ” means any country or region that is the subject or target of a comprehensive embargo under Sanctions Laws (including Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region of Ukraine).

“ Sanctioned Person ” means any individual or entity that is the subject or target of sanctions or restrictions under Sanctions Laws or Ex-Im Laws, including: (a) any individual or entity listed on any applicable U.S. or non-U.S. sanctions- or export-related restricted party list, including OFAC’s Specially Designated Nationals and Blocked Persons List; (b) any entity that is in the aggregate 50% or greater owned, directly or indirectly, or otherwise controlled by a person or persons described in clause (a); or (c) any national of a Sanctioned Country.

“ Sanctions Laws ” means all U.S. and non-U.S. Laws relating to economic or trade sanctions administered or enforced by the United States (including by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any EU Member State, or any other relevant Governmental Entity.

“ Seller Group ” means each Company Holder, the Company, their respective Subsidiaries and Affiliates, and each of such Person’s respective equityholders, managers, officers, directors, employees and agents.

“ Share Increase Portion ” means, with respect to each Company Holder, the quotient obtained by dividing (a) such Company Holder’s Cash Reduction Portion by (b) the Parent Ordinary Share Value.

“ Software ” means any and all (a) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (c) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (d) all documentation, including user manuals and other training documentation, related to any of the foregoing.

“ 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.

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“ Tax ” means (a) any tax, charge, fee, levy, penalty or other assessment of any kind whatsoever and denominated by any name whatsoever imposed by any U.S. federal, state, local or foreign taxing authority, including any excise, property, capital gains, income, sales, transfer, margin, franchise, gross receipts, value-added, ad valorem, stamp, use, business, withholding, payroll, or other tax, including any interest, penalties or additions attributable thereto, (b) any and all liability for amounts described in (a) of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local, or foreign Law, and (c) any and all liability for amounts described in (a) of any Person imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract, by assumption, pursuant to any applicable Law, or otherwise.

“ Tax Returns ” means any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information, and any amendment or supplement to any of the foregoing, filed with or submitted to, or required to be filed with or submitted to, any Governmental Entity in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any applicable Law relating to any Tax.

“ Trade Secrets ” means trade secrets, know-how, and other proprietary information, including technology, inventions (whether or not patentable and whether or not reduced to practice), designs, formulas, algorithms, methods, processes, and schematics.

“ Transfer Taxes ” means all transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees (including any associated penalties and interest) incurred in connection with the transactions contemplated by this Agreement.

“ Treasury Regulations ” means the regulations promulgated by the U.S. Department of the Treasury pursuant to an in respect of provisions of the Code.

“ Trust Account ” has the meaning set forth in the Trust Agreement.

“ Trust Agreement ” means the Investment Management Trust Agreement, dated as of June 27, 2017 by and between Parent and Continental Stock Transfer & Trust Company, a New York corporation.

“ Trustee ” has the meaning set forth in the Trust Agreement.

“ Vested Company Option ” means a Company Option (or any portion thereof) that, as of the Election Deadline, is vested, outstanding, in-the-money and exercisable.

Section 8.2 Schedule Definitions . All capitalized terms in the Sellers Disclosure Schedule and the Parent Disclosure Schedule shall have the meanings ascribed to them herein, unless the context otherwise requires or as otherwise defined.

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Section 8.3 Nonsurvival of Representations, Warranties and Agreements . The representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall terminate and be of no further force and effect as of the Closing and any liability for breach or violation thereof shall terminate absolutely, except for the agreements contained in Article II , Section  5.6 and this Article VIII .

Section 8.4 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:

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

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

Much Shelist, P.C.

191 North Wacker Drive, Suite 1800

Chicago, IL 60606

and a required copy to (which copy shall not constitute notice):

Section 8.5 Rules of Construction .

(a) Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of said independent counsel. Each party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged between the parties shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted it is of no application and is hereby expressly waived.

(b) The inclusion of any information in the Sellers Disclosure Schedule or Parent Disclosure Schedule shall not be deemed an admission or acknowledgment, in and of itself and solely by virtue of the inclusion of such information in the Sellers Disclosure Schedule or Parent Disclosure Schedule, as applicable, that such information is required to be listed in the Sellers Disclosure Schedule or Parent Disclosure Schedule, as applicable, or that such items are material to the Company or Parent, as the case may be. The headings, if any, of the individual sections of each of the Parent Disclosure Schedule and Sellers Disclosure Schedule are inserted for convenience only and shall not be deemed to constitute a part thereof or a part of this Agreement. The Sellers Disclosure Schedule and Parent Disclosure Schedule are arranged in sections corresponding to those contained in this Agreement merely for convenience, and the disclosure of an item in one section of the Sellers Disclosure Schedule or Parent Disclosure

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Schedule as an exception to a particular representation or warranty shall be deemed adequately disclosed as an exception with respect to all other representations or warranties to the extent that the relevance of such item to such representations or warranties is reasonably apparent on the face of such item, notwithstanding the presence or absence of an appropriate section of the Sellers Disclosure Schedule or Parent Disclosure Schedule with respect to such other representations or warranties or an appropriate cross reference thereto; provided , that, no item shall be deemed disclosed against Section  3.1(e) or Section  3.3(g) unless specifically set forth in the relevant corresponding section of the Sellers Disclosure Schedule or Parent Disclosure Schedule.

(c) The specification of any dollar amount in the representations and warranties or otherwise in this Agreement or in the Sellers Disclosure Schedule or Parent Disclosure Schedule is not intended and shall not be deemed to be an admission or acknowledgment of the materiality of such amounts or items, nor shall the same be used in any dispute or controversy between the parties to determine whether any obligation, item or matter (whether or not described herein or included in any schedule) is or is not material for purposes of this Agreement.

(d) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. The words “this Agreement”, “herein”, “hereby”, “hereunder” and “hereof” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section”, “this subsection” and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word “including” (in its various forms) means “including, without limitation”. The words “Seller will cause”, “Seller shall cause” and comparable terms with respect to an action refer to the commercially reasonable efforts of Seller to cause such action to occur. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. Any references to a contract or agreement shall be to such contract or agreement as amended, modified or supplemented from time to time in accordance with its terms. Any reference to a particular Law means such Law, as amended, modified, supplemented or succeeded from time to time and in effect on the date hereof. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. Unless the context otherwise requires, all references to a specific time shall refer to New York, New York time.

Section 8.6 Counterparts . This Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

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Section 8.7 Entire Agreement; No Third Party Beneficiaries . This Agreement (together with the Confidentiality Agreement and any other documents and instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. The provisions of this Section  8.7 and Sections 5.6 , 8.11 and 8.12 are intended to be for the benefit of, and shall be enforceable after the Closing by, the Persons referred to therein. Except as provided in the immediately preceding sentence, this Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.8 Remedies .

(a) Except as otherwise provided in this Agreement, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy expressly conferred hereby, and the exercise by a party of any one such remedy will not preclude the exercise of any other such remedy.

(b) The parties understand and agree that the covenants and undertakings on each of their parts herein contained are uniquely related to the desire of the parties and their respective Affiliates to consummate the transactions contemplated hereby, that the transactions contemplated hereby represent a unique business opportunity at a unique time for each of the parties hereto and their respective Affiliates and further agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its terms and further agree that, although monetary damages may be available for the breach of such covenants and undertakings, monetary damages would be an inadequate remedy therefor. Accordingly, each party hereto agrees, on behalf of itself and its Affiliates, that, in the event of any breach or threatened breach by Seller or the Company, on the one hand, or Parent, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, the Sellers or the Company, on the one hand, or Parent, on the other hand, shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement. Any party seeking an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. In the event that any litigation should be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereto hereby waives the defense, that there is an adequate remedy at law.

(c) The remedies available to the parties hereto pursuant to this Section  8.8 shall be in addition to any other remedy to which it is entitled at law or in equity. To the extent any party hereto brings an action, suit or proceeding to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to enforce specifically any provision that expressly survives termination of this Agreement) when expressly available to such party pursuant to the terms of this Agreement, the Termination Date shall automatically be extended to (i) the twentieth (20th) Business Day following the resolution of such action, suit or proceeding, or (ii) such other time period established by the court presiding over such action, suit or proceeding.

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Section 8.9 Governing Law; Venue; Waiver of Jury Trial .

(a) This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement, shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

(b) 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 8.4 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

(c) 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  8.9 .

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Section 8.10 No Remedy in Certain Circumstances . Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure to take an action constitutes a material breach of this Agreement or makes this Agreement impossible to perform, in which case this Agreement shall terminate. Except as otherwise contemplated by this Agreement, to the extent that a party hereto took an action inconsistent herewith or failed to take action consistent herewith or required hereby pursuant to an order or judgment of a court or other competent authority, such party shall not incur any liability or obligation.

Section 8.11 Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Any purported assignment in violation of this Section  8.11 shall be void.

Section 8.12 No-Recourse; Release .

(a) Except to the extent a named party to this Agreement or any Ancillary Agreement, the parties hereto acknowledge and agree that no past, present or future member of the Purchaser Group or the Seller Group (each a “ Non-Recourse Party ”), in such capacity, shall have any liability or obligation (whether based on law, in equity, in contract, in tort or any other theory) to any party hereto of any nature whatsoever in connection with or under this Agreement or the transactions contemplated hereby, and each of the parties hereto (on behalf of itself, its Affiliates, and its equityholders, managers, officers, directors, employees and agents) hereby waives and releases all claims of any such liability and obligation. This Agreement may only be enforced against, and any action based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein or therein with respect to such party. Each Non-Recourse Party is expressly intended as a third-party beneficiary of this Section  8.12 .

(b) Effective upon and following the Closing, Parent, on its own behalf and on behalf of each of its Subsidiaries and each of their respective Affiliates and Representatives, generally, irrevocably, unconditionally and completely releases and forever discharges each member of the Seller Group from all disputes, claims, losses, controversies, demands, rights, liabilities, actions and causes of action of every kind and nature, whether known or unknown, arising from any matter concerning the Company or any of its Subsidiaries occurring prior to the Closing Date, including for controlling equityholder liability or breach of any fiduciary duty relating to any pre-Closing actions or failures to act by the members of the Seller Group; provided , that, nothing in this Section  8.12(b) shall release the Sellers from their obligations under this Agreement or the Ancillary Agreements.

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(c) Effective upon and following the Closing, the Sellers and the Company, each on its own behalf and on behalf of each of its Subsidiaries and each of their respective Affiliates and Representatives, generally, irrevocably, unconditionally and completely releases and forever discharges each member of the Purchaser Group from all disputes, claims, losses, controversies, demands, rights, liabilities, actions and causes of action of every kind and nature, whether known or unknown, arising from any matter concerning Parent or any of its Subsidiaries occurring prior to the Closing Date, including for controlling equityholder liability or breach of any fiduciary duty relating to any pre-Closing actions or failures to act by the members of the Purchaser Group; provided , that, nothing in this Section  8.12(c) shall release Parent or Parent Sponsor from its obligations under this Agreement or the Ancillary Agreements.

Section 8.13 Amendment . This Agreement may be amended by the parties hereto, 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) on behalf of each of the parties hereto.

Section 8.14 Trust Account Waiver . Each Seller and the Company acknowledges, each on behalf of itself, its Subsidiaries and the Seller Group, that Parent is a blank check company with the powers and privileges to effect a Business Combination. The Sellers and the Company further acknowledge that substantially all of Parent’s assets consist of the cash proceeds of Parent’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in the Trust Account for the benefit of Parent, certain of its public shareholders and the underwriters of Parent’s initial public offering. For and in consideration of Parent entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Sellers and the Company, each on behalf of itself, its Subsidiaries and the Seller Group, hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with Parent; provided that (a) nothing herein shall serve to limit or prohibit each Seller’s or the Company’s (or its Subsidiaries’ or the Seller Group’s) right to pursue a claim against Parent pursuant to this Agreement for legal relief against monies or other assets of Parent held outside the Trust Account, for specific performance or other equitable relief in connection with the transactions contemplated hereby or for Actual Fraud and (b) nothing herein shall serve to limit or prohibit any claims that each Seller, the Company (or its Subsidiaries or the Seller Group) may have in the future pursuant to this Agreement against Parent’s assets or funds that are not held in the Trust Account.

Section 8.15 Shareholder Representatives .

(a) Each Seller hereby irrevocably appoints the Shareholder Representatives as such Seller’s representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead to act on behalf of such Seller in any amendment of or litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Shareholder Representatives shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement (subject to the foregoing limitation), including, without limitation, the power:

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(i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement or any other Ancillary Agreement to which the Sellers are or will be a party;

(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 (it being understood that such Seller shall execute and deliver any such documents which the Shareholder Representatives agree to execute);

(iii) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with any claims under this Agreement and the transactions contemplated hereby; and

(iv) to take all actions which under this Agreement or any other Ancillary Agreement to which the Sellers are or will be a party, and the transactions contemplated hereby or thereby, may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of the Sellers which the Shareholder Representatives deem necessary or appropriate in their sole discretion relating to the subject matter of this Agreement or any other Ancillary Agreement to which the Sellers are or will be a party, and the transactions contemplated hereby and thereby, as fully and completely as such Seller could do if personally present.

(b) The Shareholder Representatives will not be liable to the Sellers for any action taken or omitted by him as permitted under this Agreement and the transactions contemplated hereby, except if such action is taken or omitted in bad faith, by willful misconduct or due to gross negligence. The Shareholder Representatives will also be fully protected against the Sellers in relying upon any written notice, demand, certificate or document that he in good faith believes to be genuine (including facsimiles thereof).

(c) The Sellers agree to indemnify the Shareholder Representatives for, and to hold the Shareholder Representatives harmless against, any loss, liability or expense incurred without willful misconduct, bad faith or gross negligence on the part of the Shareholder Representatives, arising out of or in connection with the Shareholder Representatives carrying out their duties under this Agreement and the transactions contemplated hereby, including costs and expenses of successfully defending the Shareholder Representatives against any claim of liability with respect thereto. The Shareholder Representatives may consult with counsel of their own choice and will have full and complete authorization and protection for any action taken and suffered by them in good faith and in accordance with the opinion of such counsel.

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(d) In acting hereunder, the Shareholder Representatives shall act on behalf of all Sellers and not on behalf of any one Seller. All decisions, actions, consents and instructions by the Shareholder Representatives shall be binding upon all of the Sellers, and no Seller or equityholder of the Company shall have the right to object to, dissent from, protest or otherwise contest the same. Any Person, including for the avoidance of doubt, Parent, shall be entitled to unconditionally rely on any decision, action, omission, consent, instruction of, or any document executed by, the Shareholder Representatives under or pursuant to this Agreement or in connection with any of the transactions contemplated by this Agreement as being the fully and unconditionally authorized and binding decision, action, omission, consent, instruction or document execution of the Sellers so that they will be legally bound thereby, and each such Person shall have no duty to investigate or inquire as to the authorization of such Shareholder Representatives to so act. Each such Person is hereby relieved from any liability to any other Person for acts done by them in accordance with any such decision, act, consent or instruction of the Shareholder Representatives, and the Shareholder Representatives shall hold any such Person harmless for any liabilities such Person may incur while acting in reliance on any such decision, act, consent or instruction of the Shareholder Representatives.

(e) If either Shareholder Representative becomes unable to serve as a Shareholder Representative, such other Person or Persons as may be designated by a majority of the Sellers, and shall succeed as a Shareholder Representative.

(f) Subject to this Section  8.15 , the appointment of each Shareholder Representative hereunder is coupled with an interest and therefore is irrevocable and shall survive the bankruptcy, dissolution or liquidation of any Seller, and any action taken by the Shareholder Representatives pursuant to the authority granted in this Section  8.15 shall be effective and absolutely binding as the action of the Shareholder Representatives; provided , however, that all of the rights and obligations of the Shareholder Representatives hereunder may be assigned by the Shareholder Representatives to any successor-in-interest of the Shareholder Representatives.

Section 8.16 Effectiveness . This Agreement shall become effective (a) upon the execution and delivery hereof by all parties, or (b) if not all the Sellers are executing this Agreement at the same time, upon the execution and delivery hereof by each of Parent and the Shareholder Representatives, and shall be binding on the foregoing parties, and shall be binding with respect to each Seller upon the execution and delivery by such Seller of its counterpart signature page to this Agreement to the other parties.

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

SIGNATURE PAGE TO TRANSACTION AGREEMENT

Exhibit A

Drag-Along Agreement

See attached

Exhibit B

Parent Sponsor Support Agreement

See attached

Exhibit C

Form of Restricted Stock Agreement

See attached

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT is dated as of [•], 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 ”), Karl Peterson (“ KP ”) and the individuals set forth on Schedule A (collectively, the “ Company Holders ”). Pace Sponsor, Pace Governance, KP 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 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 [•] Class A-2 Shares to Pace Sponsor, [•] Class A-2 Shares to Pace Governance and [•] Class A-2 Shares to KP;

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

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

(t) “ 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 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.

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(u) “ Tranche Condition ” means any of the Tranche I Condition, Tranche II Condition or Tranche III Condition.

(v) “ Tranche I Condition ” has the meaning set forth in Section  2(a) .

(w) “ Tranche I Conversion ” has the meaning set forth in Section  2(a) .

(x) “ Tranche I Measurement Date ” means each of December 31, 2021, March 31, 2022 and June 30, 2022.

(y) “ 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.

(z) “ Tranche II Condition ” has the meaning set forth in Section  2(b) .

(aa) “ Tranche II Conversion ” has the meaning set forth in Section  2(b) .

(bb) “ Tranche II Measurement Date ” means each of December 31, 2022, March 31, 2023 and June 30, 2023.

(cc) “ 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.

(dd) “ Tranche III Condition ” has the meaning set forth in Section  2(c) .

(ee) “ Tranche III Conversion ” has the meaning set forth in Section  2(c) .

(ff) “ Tranche III Measurement Date ” means each of December 31, 2023, March 31, 2024 and June 30, 2024.

(gg) “ 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.

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 $120,000,000.00 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, [•] Class A-2 Shares shall Convert, (II) in the case of Pace Governance, [•] Class A-2 Shares shall Convert, (III) in the case of KP, [•] 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 ”).

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(b) Tranche II Conversion . If either (i) (A) LTM EBITDA as of a Tranche II Measurement Date equals or exceeds $140,000,000.00 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, [•] Class A-2 Shares shall Convert, (II) in the case of Pace Governance, [•] Class A-2 Shares shall Convert, (III) in the case of KP, [•] 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 $160,000,000.00 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, [•] Class A-2 Shares shall Convert, (II) in the case of Pace Governance, [•] Class A-2 Shares shall Convert, (III) in the case of KP, [•] 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 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

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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 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.

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4. Earnout Statements; Disputes.

(a) The Company shall deliver an Earnout Statement to the Shareholder Representatives, Pace Sponsor, Pace Governance and KP 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 KP 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 KP 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 KP’s receipt of such Earnout Statement, the Shareholder Representatives, Pace Sponsor, Pace Governance or KP, 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 KP such information and records of the Company and its Subsidiaries to the extent reasonably necessary for the Shareholder Representatives, Pace Sponsor, Pace Governance and KP to verify the calculations set forth in such Earnout Statement. The Shareholder Representatives, Pace Sponsor, Pace Governance or KP, 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 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

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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, KP 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; Third Party Beneficiaries; Binding Effect . The rights and obligations of each party under this Agreement may not be assigned to any other person or entity. 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 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:

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If to the Company, Pace Sponsor, Pace Governance or KP, 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

If to the Restricted Stockholders (except for Pace Sponsor, Pace Governance and KP), to the address set forth for such Restricted Stockholder on Schedule A attached hereto

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

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.

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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.

(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.

[ SIGNATURE PAGE TO RESTRICTED STOCK AGREEMENT ]

Schedule A

Company Holders

Exhibit D

Waiver Agreement

See attached

Exhibit E

Director Letter Agreement

See attached

Exhibit F

Forms of Subscription Agreement

See attached

Exhibit G

Form of New Accel Warrant Agreement

See attached

EXHIBIT G

NEW ACCEL WARRANTS AGREEMENT

THIS NEW ACCEL WARRANTS AGREEMENT, effective as of [●], 2019 (as it may from time to time be amended, this “ Agreement ”), is entered into by and between TPG Pace Holdings Corp., a Delaware corporation (the “ Company ”), and [●], (the “ Holder ”).

WHEREAS, the Company is party to that certain Transaction Agreement, dated as of June [●], 2019, by and among the Company, each of the persons set forth on Schedule 1 thereto (collectively, the “ Sellers ”), and each of David Ruttenberg and Gordon Rubenstein, each in their capacity as a Shareholder Representative (as defined in the Transaction Agreement) (as it may from time to time be amended, the “ Transaction Agreement ”); and

WHEREAS, in connection with the consummation of the transactions contemplated by the Transaction Agreement (the “ Business Combination ”), the Company shall issue to the 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 (each, a “ Share ”) at an exercise price of $11.50 per Share (the “ New Accel Warrants ”).

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

AGREEMENT

Section 1. Authorization, Issuance; Terms of the New Accel Warrants.

A. Authorization of the New Accel Warrants . The Company has duly authorized the issuance of the New Accel Warrants to the Holder, including the authorization to issue Shares that may need to be issued in respect of the New Accel Warrants.

B. Issuance of the New Accel Warrants . In connection with the Integrated Transaction (as defined in the Transaction Agreement) and pursuant to the Stock Purchase (as defined in the Transaction Agreement) and in accordance with the terms hereof, the Company shall issue to the Holder its pro rata share of 2,444,444 New Accel Warrants in accordance with the allocation schedule set forth on Exhibit A .

C. Terms of the New Accel Warrants . Each New Accel Warrant shall have the terms set forth in that certain Warrant Agreement, dated as of [●], 2019, by and between the Company and Continental Stock Transfer & Trust Company, a copy of which is attached hereto as Exhibit B (as it may from time to time be amended, the “ Warrant Agreement ”).

Section  2. Representations and Warranties of the Company. As a material inducement to the Holder to enter into this Agreement, the Company hereby represents and warrants to the Holder that:

A. Organization and Corporate Power . The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

B. Authorization; No Breach .

(i) The execution, delivery and performance of this Agreement and the New Accel Warrants have been duly authorized by the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the New Accel Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.

(ii) The execution and delivery by the Company of this Agreement and the New Accel Warrants, the issuance of the New Accel Warrants, the issuance of the Shares upon exercise of the New Accel Warrants and the fulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the certificate of incorporation of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.

C. Title to Securities . Upon issuance in accordance with, and payment pursuant to the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the New Accel Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Holder will have good title to the New Accel Warrants purchased by it and the Shares issuable upon exercise of such New Accel Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Holder.

D. Governmental Consents . No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

Section  3. Representations and Warranties of the Holder. As a material inducement to the Company to enter into this Agreement and issue the New Accel Warrants to the Holder, the Holder hereby represents and warrants to the Company that:

A. Organization and Requisite Authority . The Holder possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.

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B. Authorization; No Breach .

(i) This Agreement constitutes a valid and binding obligation of the Holder, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

(ii) The execution and delivery by the Holder of this Agreement and the fulfillment of and compliance with the terms hereof by the Holder does not and shall not as of the Closing Date conflict with or result in a breach by the Holder of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Holder is subject.

C. Investment Representations .

(i) The Holder is acquiring the New Accel Warrants and, upon exercise of the New Accel Warrants, the Shares issuable upon such exercise (collectively, the “ Securities ”), for the Holder’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof in violation of the Securities Act (as defined below).

(ii) The Holder is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “ Securities Act ”).

(iii) The Holder understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Holder’s compliance with, the representations and warranties of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire such Securities.

(iv) The Holder did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.

(v) The Holder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Holder. The Holder has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Holder understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.

(vi) The Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Holder nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(vii) The Holder understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in that certain Registration Rights Agreement, dated as of [●], 2019, by and among the Company and the other parties identified therein, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this

105

regard, the Holder understands that the Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act.

(viii) The Holder has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Holder has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Holder can afford a complete loss of its investments in the Securities.]

Section  4. Termination. This Agreement shall terminate on the Expiration Date (as defined in the Warrant Agreement).

Section  5. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing Date.

Section  6. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Transaction Agreement.

Section 7. Miscellaneous.

A. Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the Company may not assign this Agreement or any of its rights, interests or obligations hereunder (whether by operation of law, merger or otherwise) without the prior written consent of Holder.

B. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

C. Counterparts . This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

D. Descriptive Headings; Interpretation . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

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E. Governing Law . This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York.

F. Amendments . This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

G. Specific Performance . Unless this Agreement has been terminated, each party to this Agreement acknowledges and agrees that any breach by it of this Agreement shall cause the other party irreparable harm which may not be adequately compensable by money damages. Accordingly, except in the case of termination, in the event of a breach or threatened breach by a party of any provision of this Agreement, each party shall be entitled to seek the remedies of specific performance, injunction or other preliminary or equitable relief, without having to prove irreparable harm or actual damages. The foregoing right shall be in addition to such other rights or remedies as may be available to any party for such breach or threatened breach, including but not limited to the recovery of money damages.

[Signature page follows]

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement to be effective as of the date first set forth above.

[ Signature page to New Accel Warrants Agreement ]

[ Signature page to New Accel Warrants Agreement ]

EXHIBIT A

PRO RATA ALLOCATION OF COMPANY WARRANTS

EXHIBIT B

WARRANT AGREEMENT

See attached.

TPG PACE HOLDINGS CORP.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

WARRANT AGREEMENT

Dated as of [●], 2019

THIS WARRANT AGREEMENT (this “ Agreement ”), dated as of [●], 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 [●], 2019, by and among each of the persons set forth on Schedule 1 to the Transaction Agreement, and each of David Ruttenberg and 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.

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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;

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(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.

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

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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;

(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 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 3.3.5 ; however , no holder of a New Accel Warrant shall be subject to this subsection 3.3.5 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

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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 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.

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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.

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

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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.

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.

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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.

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 .

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