Michael Quartieri - 07 Oct 2022 Form 4 Insider Report for Dave & Buster's Entertainment, Inc. (PLAY)

Footnote F1

The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $31.655 to $31.7877, inclusive. The reporting person undertakes to provide to Dave & Buster's Entertainment, Inc., any security holder of Dave & Buster's Entertainment, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in footnote (1) to this Form 4.

Footnote F2

Vests in equal installments on October 7, 2023, 2024, 2025, 2026 and 2027.

Footnote F3

This grant is subject to a condition whereby the Reporting Person is required to purchase $525,000 (the "Maximum Amount") in the Registrants common stock, par value $0.01 per share (the "Common Stock") during an open trading window on or before January 13, 2023 (or the next available open trading window if the preceding trading windows are closed), hold such purchased Common Stock when the related options vest subject to a decline in the amount of required holding by 20% upon the vesting of each annual installment. In the event Reporting Person fails to comply with the purchasing vesting condition, they will forfeit an amount of the options proportionate to any shortfall from such Maximum Amount to a minimum threshold of $200,000 after which all of the options will be forfeited. Subject to the forgoing conditions, the options vest in equal installments on October 7, 2023, 2024, 2025, 2026 and 2027.

Footnote F4

Represents the Target Achievable performance-based restricted stock units ("PSUs") for the five-year performance period from October 7, 2022 through October 7, 2027. The number of PSUs earned will equal to the Target Achievable PSUs if the Companys Common Stock share price is greater than or equal to $74.08 based on the volume-weighted average price for the sixty (60) consecutive trading days ending on October 7, 2027 ("Target Price"). Early vesting may occur upon achievement of the Target Price prior to October 7, 2027. Upon the 1st early achievement of the Target Price, 25% of the PSUs will vest 1 year after such date; 25% of the PSUs will vest on 2 years after such date; and 50% of the PSUs ("Remaining PSUs") will vest on October 7, 2027. Upon the 2nd early achievement of the Target Price, 50% of the Remaining PSUs will vest 1 year after such date; and 50% of the Remaining PSUs will vest on 2 years after such date. No early vesting shall occur later than October 7, 2027.

Footnote F5

Represents the Target Achievable performance-based restricted stock units ("PSUs") for the five-year performance period from October 7, 2022 through October 7, 2027. The number of PSUs earned will equal to the Target Achievable PSUs if the Companys Common Stock share price is greater than or equal to $111.12; based on the volume-weighted average price for the sixty (60) consecutive trading days ending on October 7, 2027 ("Target Price"). Early vesting may occur upon achievement of the Target Price prior to October 7, 2027. Upon the 1st early achievement of the Target Price, 25% of the PSUs will vest 1 year after such date; 25% of the PSUs will vest on 2 years after such date; and 50% of the PSUs ("Remaining PSUs") will vest on October 7, 2027. Upon the 2nd early achievement of the Target Price, 50% of the Remaining PSUs will vest 1 year after such date; and 50% of the Remaining PSUs will vest on 2 years after such date. No early vesting shall occur later than October 7, 2027.