Accel Entertainment Inc

DECLASSIFICATION AMENDMENT FOR ACCEL ENTERTAINMENT, INC.

Amend Article V as follows:

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Amended and Restated Certificate or the bylaws of the Corporation (the “Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

Section 5.2 Number, Term. The number of directors of the Corporation shall be fixed from time to time in the manner provided in the Bylaws. Subject to the provisions of this Amended and Restated Certificate of Incorporation relating to the rights of any series of Preferred Stock as provided for or fixed pursuant to the provisions of ARTICLE IV or Section 5.5 hereof, t The Board shall beand is comprised of directors divided into three the following classes: the 2025 Class, the 2026 Class and the 2027 Class (each as defined below); provided that such division shall terminate at the 2027 annual meeting of the stockholders of the Corporation(Class 1, Class 2 and Class 3) as nearly equal in number as the then total number of directors constituting the entire Board permits. Subject to the provisions of this Amended and Restated Certificate of Incorporation relating to the rights of any series of Preferred Stock as provided for or fixed pursuant to the provisions of ARTICLE IV or Section 5.5 hereof, commencing with the 2025 annual meeting of the stockholders of the Corporation, directors of the Corporation other than those in the 2026 Class and 2027 Class (each as defined below) shall be elected for a term of one year, expiring at the succeeding annual meeting of the stockholders of the Corporation. Each director of the Corporation serving in the class elected at the 2025 annual meeting of the stockholders of the Corporation shall serve for a one-year term expiring at the 2026 annual meeting of the stockholders of the Corporation (the “2025 Class”), notwithstanding that such director may have been elected for a term that extended beyond the date of such annual meeting, each director of the Corporation serving in the class elected at the 2023 annual meeting of the stockholders of the Corporation shall serve for a three-year term expiring at the 2026 annual meeting of the stockholders of the Corporation (the “2026 Class”), and each director of the Corporation serving in the class elected at the 2024 annual meeting of the stockholders of the Corporation shall serve for a three-year term expiring at the 2027 annual meeting of the stockholders of the Corporation (the “2027 Class”), including any person appointed to fill a vacancy or newly created directorship occurring in the 2025 Class, the 2026 Class or the 2027 Class (each of whom shall be deemed to be a member of the class of directors in which the vacancy or newly created directorship occurred) and shall continue to hold office until the end of the term for which such director was elected or appointed, as applicable. Subject to the provisions of this Amended and Restated Certificate of Incorporation relating to directors elected by the holders of one or more series of Preferred Stock as provided for or fixed pursuant to the provisions of ARTICLE IV or Section 5.5 hereof, (a) commencing with the 2025 annual meeting of the stockholders of the Corporation, all directors of the Corporation other than those in the 2026 Class and the 2027 Class will be elected for a term of one year, (b) commencing with the 2026 annual meeting of the stockholders of the Corporation, all directors of the Corporation other than those in the 2027 Class will be elected for a term of one year and (c) commencing with the 2027 annual meeting of the stockholders of the Corporation, all directors of the Corporation will be elected for a term of one-year. In all cases, each director shall serve The Board shall be permitted to determine which directors it will place into the three classes. Each director shall serve a staggered three-year term, and the initial directors in Class 1 shall be appointed to hold office until the first annual meeting of stockholders occurring after the date of the Filing, the initial directors in Class 2 shall be appointed to hold office until the second annual meeting of stockholders occurring after the date of the Filing and the initial directors in Class 3 shall be appointed to hold office until the third annual meeting of stockholders occurring after the date of the Filing. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the date of the effectiveness of this Amended and Restated Certificate, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, retirement, disqualification or removal. If the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his or her term expires anduntil his or her successor has been duly elected and qualified subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. In no case shall a decrease in the number of directors of the Corporation shorten the term of any incumbent director.

Section 5.3 Newly Created Directorships and Vacancies. Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office(i) for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred(subject to the declassification provisions in Section 5.2 hereof) or (ii) following the termination of the classification of the Board, for a term expiring at the next annual meeting of the stockholders of the Corporation, and, in either case, until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Section 5.4 Removal. Subject to Section 5.2, Section 5.5 and Section 7.4(b) hereof and except as otherwise required by this Amended and Restated Certificate, by and among the Corporation and the other parties named therein, each director serving in a class of directors for a term expiring at the third annual meeting of the stockholders of the Corporation following the election of such class any or all of the directors may be removed from office at any time for cause by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, and all other directors may be removed from office at any time with or without cause by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 5.5 Preferred Stock Directors. Notwithstanding any other provision of this ARTICLE V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included inany of the classes the 2025 Class, the 2026 Class or the 2027 Class created pursuant to this ARTICLE V unless expressly provided by such terms.

Section 5.6 Election. Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.