Accel Entertainment Inc
For the period ended Jun 6, 2025. Filed Apr 21, 2025.
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Jun 6, 2025 · Filed Apr 21, 2025
Contents
Appendix B
OFFICER EXCULPATION AMENDMENT FOR ACCEL ENTERTAINMENT, INC.
Amend Article IX as follows:
ARTICLE IX
LIMITED LIABILITY; INDEMNIFICATION
Section 9.1 Limitation of Director and Officer Liability. A directoror officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such directoror officer, respectively, as a director, except for any liability (a) for any breach of the director’sor officer’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c)of a director under Section 174 of the DGCLor, (iv) for any transaction from which the director or officer derived an improper personal benefitor (v) of an officer in any action by or in the right of the Corporation. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directorsor officers, then the liability of a directoror officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this Section 9.1 by the stockholders of the Corporation or by law shall not adversely affect any right or protection of a directoror officer of the Corporation existing at the time of such repeal or modification.
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