Private Aircraft Travel
Pace reimbursed affiliates for reasonable travel related expenses incurred while conducting business on behalf of Pace, including the use of private aircraft.
During the period from February 14, 2017 (inception) to December 31, 2019, travel related reimbursements for private aircraft use were less than $65,000. Private aircraft services were provided by independent third parties, coordinated by
an affiliate of Pace and billed to Pace at cost.
Indemnity
Initial Pace Sponsor agreed that it would be liable to Pace if and to the extent any claims by a vendor (other than Paces independent auditors) for
services rendered or products sold to Pace, or a prospective target business with which Pace has discussed entering into a transaction agreement, reduced the amount of funds in the Trust Account to below (i) $10.00 per Pace Public Share or
(ii) such lesser amount per Pace Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which was permitted to be
withdrawn to fund Paces working capital requirements, subject to an annual limit of $750,000, and/or to pay taxes. Claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account were also an exception
to this agreement with Initial Pace Sponsor, as were any claims under Paces indemnity of the underwriters of the Pace IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed
waiver were deemed to be unenforceable against a third party, Initial Pace Sponsor would not be responsible to the extent of any liability for such third-party claims. Pace did not independently verify whether Initial Pace Sponsor had sufficient
funds to satisfy its indemnity obligations and believed that Initial Pace Sponsors only assets were securities of Pace and, therefore, Initial Pace Sponsor would not be able to satisfy those obligations. Pace had not asked Initial Pace Sponsor
to reserve for such eventuality as Pace believed the likelihood of Initial Pace Sponsor having to indemnify the Trust Account was limited because Pace would endeavor to have all vendors and prospective target businesses as well as other entities
execute agreements with Pace waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Administrative
Services Agreement
On June 30, 2017, Pace entered into an agreement to pay monthly recurring expenses of $20,000 for office space,
administrative and support services to an affiliate of Initial Pace Sponsor. The agreement terminated upon the completion of the Business Combination. For the three months ended December 31, 2019 and 2018, Pace incurred expenses of $20,000 and
$60,000, respectively, under this agreement. For each of the nine months ended December 31, 2019 and 2018, Pace incurred expenses of $140,000 under this agreement.
Related Party Notes and Debts
On October 1,
2018, Brian Carroll, the Chief Financial Officer of Accel, entered into a promissory note with Accel Gaming, pursuant to which Mr. Carroll borrowed a principal amount of $172,200. The promissory note was satisfied in full prior to the
consummation of the Business Combination.
On October 1, 2018, Derek Harmer, the General Counsel and Chief Compliance Officer of Accel, entered into
a promissory note with Accel Gaming, pursuant to which Mr. Harmer borrowed a principal amount of $154,397. The promissory note was satisfied in full prior to the consummation of the Business Combination.
On September 30, 2018, Andrew Rubenstein, the Chief Executive Officer and a director of Accel, entered into two promissory notes with Accel Gaming,
pursuant to which Mr. Andrew Rubenstein borrowed principal amounts of $95,354 and $325,000. The promissory notes were satisfied in full prior to the consummation of the Business Combination.
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