AGREEMENT OF JOINT FILING

Accel Entertainment, Inc. SC 13G/A

AGREEMENT OF JOINT FILING

This joint filing agreement (this “Agreement”) is made and entered into as of this 12th day of February 2021, by and among TPG Group Holdings (SBS) Advisors, Inc., TPG Group Advisors (Cayman), Inc., TPG Pace Beneficial Finance Sponsor, Series LLC, TPG Pace Tech Opportunities Sponsor, Series LLC, Xxxxx Xxxxxxxxx, Xxxxx X. Xxxxxxx, and Xxxx Xxxxxxxx.

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

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

Dated:  February 12, 2021

TPG Group Holdings (SBS) Advisors, Inc.

By: /s/ Xxxxxxx XxXxxxx                         

Name:  Xxxxxxx XxXxxxx

Title:    Vice President

TPG Group Advisors (Cayman), Inc.

By: /s/ Xxxxxxx XxXxxxx                         

Name:  Xxxxxxx XxXxxxx

Title:    Vice President

TPG Pace Beneficial Finance Sponsor, Series LLC

By: /s/ Xxxxxxx XxXxxxx                         

Name:  Xxxxxxx XxXxxxx

Title:    Vice President

TPG Pace Tech Opportunities Sponsor, Series LLC

By: /s/ Xxxxxxx XxXxxxx                         

Name:  Xxxxxxx XxXxxxx

Title:    Vice President

Xxxxx Xxxxxxxxx

By: /s/ Xxxxxx Xxxxxxxxxx                    

Name:  Xxxxxx Xxxxxxxxxx, on behalf of Xxxxx Xxxxxxxxx (1)  

Xxxxx X. Xxxxxxx

By: /s/ Xxxxxx Xxxxxxxxxx                    

Name:  Xxxxxx Xxxxxxxxxx, on behalf of Xxxxx X. Xxxxxxx (2) 

Xxxx Xxxxxxxx

By: /s/ Xxxxxxx XxXxxxx                         

Name:  Xxxxxxx XxXxxxx, on behalf of Xxxx Xxxxxxxx (3)

 _______________

(1) Xxxxxx Xxxxxxxxxx is signing on behalf of Xx. Xxxxxxxxx pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to a Form 4 filed by Xx. Xxxxxxxxx on March 6, 2020 (SEC File No. 001-38156).

(2) Xxxxxx Xxxxxxxxxx is signing on behalf of Xx. Xxxxxxx pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Xx. Xxxxxxx on March 6, 2020 (SEC File No. 001-38156).

(3) Xxxxxxx XxXxxxx is signing on behalf of Xx. Xxxxxxxx pursuant to an authorization and designation letter dated March 30, 2020, which was previously filed with the Commission as an exhibit to a Schedule 13D filed by Xx. Xxxxxxxx on March 30, 2020 (SEC File No. 005-90040).

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