EX-4.3




 Exhibit 4.3 

DESCRIPTION OF THE REGISTRANT’S SECURITIES 

REGISTERED PURSUANT TO SECTION 12 OF THE 

SECURITIES EXCHANGE ACT OF 1934 

Dave & Buster’s Entertainment, Inc. (“we,” “our,” “us” or the “Company”) has two classes of
securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock and rights to purchase shares of preferred stock (“Preferred Stock Purchase Rights”). The
Preferred Stock Purchase Rights have lapsed and we are in the process of deregistering the Preferred Stock Purchase Rights. 
 General

 The following description is based upon our amended and restated certificate of incorporation and our amended and restated bylaws. This summary
does not purport to be complete and is subject to, and is qualified in its entirety by express reference to, the applicable provisions of our amended and restated certificate of incorporation and our amended and restated bylaws, which are filed as
exhibits to our Annual Report on Form 10-K, of which this Exhibit 4.1 is a part, and are incorporated by reference herein. We encourage you to read our amended and restated certificate of incorporation, our
amended and restated bylaws and the applicable provisions of the Delaware General Corporation Law (the “DGCL”) for more information. 

Classes of Stock 
 The total number of shares of
all classes of capital stock that we are authorized to issue is 450,000,000 shares, which is divided into two classes of stock designated “common stock” and “preferred stock.” The total number of shares of common stock that we
are authorized to issue is 400,000,000 shares, par value $0.01 per share. The total number of shares of preferred stock that we are authorized to issue is 50,000,000 shares, par value $0.01 per share. 

Subject to the rights of the holders of any series of preferred stock, the number of authorized shares of either the common stock or preferred stock may be
increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Company entitled to vote thereon irrespective of the provisions of
Section 242(b)(2) of the General Corporation Law of the State of Delaware, or DGCL, and no vote of the holders of either the common stock or preferred stock voting separately as a class shall be required therefor. 

Common Stock 
 The holders of shares of our common
stock are entitled to the following rights: 
 Voting Rights 

Except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of preferred stock, the holders of outstanding
shares of common stock shall have the exclusive right to vote for the election of directors and for all other purposes. Notwithstanding any other provision to the contrary included in our restated certificate of incorporation, the holders of shares
of our common stock shall not be entitled to vote on any amendment to the certificate of incorporation that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either
separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the restated certificate of incorporation or the DGCL. 

On each matter on which they are entitled to vote, the holders of the outstanding shares of common stock are entitled to one vote for each share of common
stock held by such stockholder. 











 Dividend Rights 

Subject to the rights of the holders of preferred stock, holders of shares of our common stock are entitled to receive such dividends and other distributions
in cash, stock or property of the Company when, as and if declared thereon by the Board of Directors from time to time out of assets or funds of the Company legally available therefor. 

Liquidation Rights 
 Subject to the rights of the holders
of preferred stock, holders of shares of common stock shall be entitled to receive the assets and funds of the Company available for distribution to stockholders in the event of any liquidation, dissolution or winding up of the affairs of the
Company, whether voluntary or involuntary. A liquidation, dissolution or winding up of the affairs of the Company shall not be deemed to be occasioned by or to include any consolidation or merger of the Company with or into any other person or a
sale, lease, exchange or conveyance of all or a part of its assets. 
 Other Rights 

Our stockholders have no subscription, redemption or conversion privileges. Our common stock does not entitle its holders to preemptive rights for additional
shares and does not have any sinking fund provisions. All of the outstanding shares of our common stock are fully paid and nonassessable. The rights, preferences and privileges of the holders of our common stock are subject to the rights of the
holders of shares of any series of preferred stock which we may issue. 
 Preferred Stock 

Shares of preferred stock may be issued from time to time in one or more series. The Board of Directors is authorized to provide by resolution or resolutions
from time to time for the issuance, out of the unissued shares of preferred stock, of one or more series of preferred stock by filing a certificate pursuant to the DGCL, or the Preferred Stock Designation, setting forth such resolution or
resolutions and, with respect to each such series, establishing the number of shares to be included in such series, and fixing the voting powers, full or limited, or no voting power of the shares of such series, and the designation, preferences and
relative, participating, optional or other special rights, if any, of the shares of each such series and any qualifications, limitations or restrictions thereof. The powers, designation, preferences and relative, participating, optional and other
special rights of each series of preferred stock, and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The authority of the Board of Directors with respect
to each series of preferred stock shall include, but not be limited to, the determination of the following: 
  

	 	•	 	 the designation of the series, which may be by distinguishing name, number, letter or title;



  

	 	•	 	 the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise
provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding); 


  

	 	•	 	 the rights in respect of any dividends (or methods of determining the dividends), if any, payable to the holders
of the shares of such series, any conditions upon which such dividends shall be paid, the amounts or rates at which dividends, if any, will be payable on, and the preferences, if any, of shares of such series in respect of dividends, whether such
dividends, if any, shall be cumulative or noncumulative and the date or dates upon which such dividends shall be payable; 














	 	•	 	 the redemption rights and price or prices, if any, for shares of the series, the form of payment of such price or
prices (which may be cash, property or rights, including securities of the Company or another corporation or entity) for which, the period or periods within which and the other terms and conditions upon which the shares of such series may be
redeemed, in whole or in part, at the option of the Company or at the option of the holder or holders thereof or upon the happening of a specified event or events, if any, including the obligation, if any, of the Company to purchase or redeem shares
of such series pursuant to a sinking fund or otherwise; 


  

	 	•	 	 the amounts payable out of the assets of the Company on, and the preferences, if any, of shares of the series in
the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company; 


  

	 	•	 	 whether the shares of the series shall be convertible into or exchangeable for, shares of any other class or
series, or any other security, of the Company or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the
date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; 



 

	 	•	 	 any restrictions on the issuance of shares of the same series or any other class or series;



  

	 	•	 	 the voting rights, if any, of the holders of shares of the series generally or upon specified events; and



  

	 	•	 	 any other powers, preferences and relative, participating, optional or other special rights of each series of
preferred stock, and any qualifications, limitations or restrictions thereof, all as may be determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for the issuance of such series of preferred
stock. 


 Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of preferred stock may
provide that such series shall be superior or rank equally or be junior to any other series of preferred stock to the extent permitted by law. 

Anti-Takeover Effects of Certain Provisions of Delaware Law 

We are subject to the provisions of Section 203 of the DGCL. Under Section 203, we would generally be prohibited from engaging in any business
combination with any interested stockholder for a period of three years following the time that this stockholder became an interested stockholder unless: 
  

	 	•	 	 prior to such time, our Board of Directors approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder; 


  

	 	•	 	 upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, subject to exceptions; or 


  

	 	•	 	 at or subsequent to such time, the business combination is approved by the Board of Directors and authorized at
an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.



 Under Section 203, a “business combination” includes: 

 

	 	•	 	 any merger or consolidation involving the Company and the interested stockholder; 



 

	 	•	 	 any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more of the assets of the
Company involving the interested stockholders; 


  

	 	•	 	 any transaction that results in the issuance or transfer by the Company of any stock of the Company to the
interested stockholder, subject to limited exceptions; 














	 	•	 	 any transaction involving the Company that has the effect of increasing the proportionate share of the stock of
any class or series of the Company beneficially owned by the interested stockholder; or 


  

	 	•	 	 any receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other
financial benefits provided by or through the Company. 


 In general, Section 203 defines an interested stockholder as an entity or
person beneficially owning 15% or more of outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person. 

Anti-Takeover Effects of our Constituent Documents 

Our amended and restated certificate of incorporation and bylaws include a number of provisions that may discourage, delay or prevent a merger, acquisition or
other change in control of the Company, even if such a change in control would be beneficial to our stockholders, including, among other things: 
  

	 	•	 	 restrictions on the ability of our stockholders to fill a vacancy on the Board of Directors;



  

	 	•	 	 our ability to issue preferred stock with terms that the Board of Directors may determine, without stockholder
approval, which could be used to significantly dilute the ownership of a hostile acquirer; 


  

	 	•	 	 the inability of our stockholders to call a special meeting of stockholders; 



 

	 	•	 	 a restriction to the effect that special meetings of our stockholders can be called only upon the request of a
majority of our Board of Directors or our Chief Executive Officer; 


  

	 	•	 	 the absence of cumulative voting in the election of directors, which may limit the ability of minority
stockholders to elect directors; and 


  

	 	•	 	 advance notice requirements for stockholder proposals and nominations, which may discourage or deter a potential
acquirer from soliciting proxies to elect a particular slate of directors or otherwise attempting to obtain control of us. 


 We expect
that these provisions will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors, which we believe
may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our Board of Directors the power to discourage acquisitions that some stockholders may favor. 

Choice of Forum 
 Our amended and restated certificate of
incorporation provides that the Court of Chancery in the State of Delaware will be the sole and exclusive forum for: 
  

	 	•	 	 any derivative action or proceeding brought on behalf of the Company; 



 

	 	•	 	 any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the
Company to the Company or the Company’s stockholders, 


  

	 	•	 	 any action asserting a claim arising pursuant to any provision of the DGCL, or 



 

	 	•	 	 any action asserting a claim governed by the internal affairs doctrine. 













 Transfer Agent and Registrar 

The transfer agent and registrar for our common stock and our Preferred Stock Purchase Rights is Computershare Trust Company, N.A. Following the expiration of
the Preferred Stock Purchase Rights, the Rights Plan appointing Computershare Trust Company, N.A., as the transfer agent and registrar for the Preferred Stock Purchase Rights has terminated. 

Securities Exchange 
 Our common stock is listed on The
Nasdaq Global Select Market under the symbol “PLAY.”