Form of Registration Rights Agreement



 Exhibit 4.8 
 REGISTRATION RIGHTS AGREEMENT 
 DATED AS OF 

[•], 201[•] 
 AMONG 
 DAVE & BUSTER’S ENTERTAINMENT, INC. 

AND 

THE STOCKHOLDERS PARTY HERETO 







 TABLE OF CONTENTS 

 

							
	ARTICLE 1 EGISTRATION RIGHTS	  	 	1	  
			
	 SECTION 1.01.
	 	 Demand Registration
	  	 	1	  
			
	 SECTION 1.02.
	 	 Piggyback Registration
	  	 	3	  
			
	 SECTION 1.03.
	 	 Registration on Form S-3 or Form S-3ASR
	  	 	4	  
			
	 SECTION 1.04.
	 	 Lock-Up Agreements; Transfer Restrictions
	  	 	5	  
			
	 SECTION 1.05.
	 	 Registration Procedures
	  	 	6	  
			
	 SECTION 1.06.
	 	 Indemnification by the Company
	  	 	9	  
			
	 SECTION 1.07.
	 	 Indemnification by the Participating Stockholders
	  	 	9	  
			
	 SECTION 1.08.
	 	 Conduct of Indemnification Proceedings
	  	 	10	  
			
	 SECTION 1.09.
	 	 Contribution
	  	 	10	  
			
	 SECTION 1.10.
	 	 Participation in Public Offering
	  	 	12	  
			
	 SECTION 1.11.
	 	 Other Indemnification
	  	 	12	  
			
	 SECTION 1.12.
	 	 Cooperation by the Company
	  	 	12	  
			
	 SECTION 1.13.
	 	 S-8 Registration Following Initial Public Offering
	  	 	12	  
		
	ARTICLE 2 LEGENDS	  	 	12	  
			
	 SECTION 2.01.
	 	 Legends
	  	 	12	  
		
	ARTICLE 3 DEFINITIONS	  	 	13	  
		
	ARTICLE 4 MISCELLANEOUS	  	 	16	  
			
	 SECTION 4.01.
	 	 Termination
	  	 	16	  
			
	 SECTION 4.02.
	 	 Termination of Stockholders’ Agreement
	  	 	16	  
			
	 SECTION 4.03.
	 	 Amendment and Waiver
	  	 	16	  
			
	 SECTION 4.04.
	 	 Successors and Assigns
	  	 	16	  
			
	 SECTION 4.05.
	 	 Severability
	  	 	16	  
			
	 SECTION 4.06.
	 	 Entire Agreement
	  	 	17	  
			
	 SECTION 4.07.
	 	 Counterparts; Execution by Facsimile Signature
	  	 	17	  
			
	 SECTION 4.08.
	 	 Notices
	  	 	17	  
			
	 SECTION 4.09.
	 	 Governing Law
	  	 	18	  
			
	 SECTION 4.10.
	 	 Consent to Jurisdiction
	  	 	18	  
			
	 SECTION 4.11.
	 	 Waiver of Jury Trial
	  	 	18	  


  
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 REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of
[            ], 2012, among Dave & Buster’s Entertainment, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and
the Persons named on the signature pages hereto (including any additional signatories to this Agreement after the date hereof, the “Stockholders”). 
 W I T N E S S E T H: 
 WHEREAS, the parties hereto desire to enter into this
Agreement to establish certain arrangements with respect to the Company Securities owned by the Stockholders, and other related matters; and 
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows: 

ARTICLE 1 

REGISTRATION RIGHTS 
 SECTION 1.01. Demand Registration. 
 (a) If, at any time commencing six
(6) months after the date of consummation of the Initial Public Offering, the Company shall receive a written request from Oak Hill (the “Requesting Stockholder”) that the Company effect the registration under the
Securities Act of all or any portion of such Requesting Stockholder’s Registrable Securities (which shall be effected by a shelf registration if so requested by the Requesting Stockholder), and specifying the intended method of disposition
thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least fifteen (15) Business Days prior to the anticipated
filing date of the registration statement relating to such Demand Registration to the Other Stockholders holding Registrable Securities and thereupon shall use its best efforts to effect, as expeditiously as possible, the registration under the
Securities Act of: 
 (i) all Registrable Securities for which the Requesting Stockholder has requested
registration under this Section 1.01. 
 (ii) subject to the restrictions set forth in Sections
1.01(f) and 1.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Stockholders that any Stockholders with rights to request registration under Section 1.02 (all such
Stockholders, together with the Requesting Stockholders, the “Registering Stockholders”) have requested the Company to register by request received by the Company within ten (10) Business Days after such Stockholders
receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. 







 (b) Promptly after the expiration of the ten (10) Business Day period referred to in
Section 1.01(a)(ii) hereof, the Company will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time
prior to the effective date of the registration statement relating to such registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company
revoking such request. 
 (c) Oak Hill shall have an unlimited number of Demand Registrations. 

(d) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether
such Registration is effected. 
 (e) A Demand Registration shall not be deemed to have occurred: 

(i) unless the registration statement relating thereto (A) has become effective under the Securities Act and
(B) has remained effective for a period of at least 120 days (or such shorter period in which all Registrable Securities of the Registering Stockholders included in such registration have actually been sold thereunder), provided that
such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of
the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or 

(ii) if the Maximum Offering Size (as defined below) is reduced in accordance with Section 1.01(f) such that
less than 50% of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are included. 
 (f) If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of Company Securities that the
Registering Stockholders and the Company propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such Company Securities can be
sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: 

(i) first, all Registrable Securities requested to be registered by the Registering Stockholders (allocated, if necessary
for the offering not to exceed the Maximum Offering Size, pro rata among such Registering Stockholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and 

  
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 (ii) second, all Registrable Securities proposed to be registered by the
Company. 
 SECTION 1.02. Piggyback Registration. 

(a) If the Company proposes to register any Company Securities under the Securities Act (whether for itself or in connection with a sale
of securities by any Stockholder, but other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar
plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), the Company shall each such time give prompt written notice at least ten (10) Business Days prior to the anticipated filing date of
the registration statement relating to such registration to each Stockholder holding Registrable Securities with rights to require registration of Company Securities hereunder, which notice shall set forth such Stockholder’s rights under this
Section 1.02 and shall offer such Stockholder the opportunity to include in such registration statement Company Securities of the same class or series of Registrable Securities as proposed to be offered in such registration (a
“Piggyback Registration”), subject to the restrictions set forth herein. Upon the written request of any such Stockholder made within five (5) Business Days after the receipt of notice from the Company (which request
shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so
requested to register by all such Stockholders with rights to require registration of Company Securities hereunder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if
such registration involves a Public Offering, all such Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 1.05(f)(i) on the
same terms and conditions as apply to the Company or any other selling Stockholders, and (ii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 1.02(a) and prior to the
effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Company securities, the Company shall give notice to all such Stockholders and, thereupon, shall
be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 1.02 shall relieve the Company of its obligations to effect a Demand Registration to
the extent required by Section 1.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration. 
 (b) If a Piggyback Registration involves a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in
Section 1.01(f) shall apply) and the managing underwriter advises the Company that, in its view, the number of Company Securities that the Company and such selling stockholders propose to include in such registration exceeds the Maximum
Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: 

  
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 (i) with respect to a Public Offering by the Company for its own account:

 (A) first, such number of Registrable Securities proposed to be registered for the account of the Company or
any Requesting Stockholder on whose account the registration is being made, if any, as would not cause the offering to exceed the Maximum Offering Size, and 
 (B) second, all Registrable Securities requested to be included in such registration by any Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro
rata among such Stockholders based on their relative ownership of Registrable Securities) requested be included in the Piggyback Registration. 
 (ii) With respect to a Public Offering by the Company for the account of selling stockholders: 
 (A) first, all Registrable Securities requested to be included in such registration by any Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro
rata among such Stockholders based on their relative number of Registrable Securities) requested to be included in the Piggyback Registration; and 
 (B) second, all Registrable Securities proposed to be registered for the account of the Company. 
 SECTION 1.03. Registration on Form S-3 or Form S-3ASR. 
 (a) At such time
as the Company (i) shall have qualified for the use of Form S-3 or any other form which permits incorporation of substantial information by reference to other documents filed by issuer with the SEC (“Form S-3”), or
(ii) is a Well-Known Seasoned Issuer, Oak Hill shall have the right to request registrations on Form S-3 or Form S-3ASR, as applicable, and to effect a registration under the Securities Act of Registrable Securities in accordance with this
Section 1.03. Oak Hill shall have an unlimited number of requests under this Section 1.03. 
 (b) If the
Company shall be requested in writing by Oak Hill to effect a registration under the Securities Act of Registrable Securities in accordance with this Section 1.03, then the Company shall promptly give written notice of such proposed
registration to each Other Stockholder that holds Registrable Securities and shall offer to and shall include in such proposed registration any Registrable Securities requested to be 

  
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included in such proposed registration by each such Other Stockholder; provided, that such Other Stockholder responds in writing to the Company’s notice within fifteen (15) days after
delivery by the Company of such notice (which response shall specify the number of Registrable Securities such Other Stockholder is requesting to include in such registration). The Company shall promptly use its commercially reasonable efforts to
effect such registration on Form S-3, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of the Registrable Securities that the Company has been
so requested to register. 
 SECTION 1.04. Lock-Up Agreements; Transfer Restrictions. 

(a) If any registration of Company Securities shall be effected in connection with a Public Offering, each of the Company and each
Stockholder shall enter into a customary “lock-up” agreement with the managing underwriter or underwriters (and the Company shall use reasonable best efforts to cause other stockholders, directors and officers to sign commensurate
“lock-up” agreements) and neither the Company nor any Stockholder shall effect any public sale or distribution, including any sale pursuant to Rule 144, of any Company Securities or other security of the Company (except as part of such
Public Offering) during the period (each such period, a “Lock-Up Period”) beginning fourteen (14) days prior to the distribution of a preliminary prospectus until, (i) with respect to the Initial Public Offering,
the earlier of (x) such time as the Company and the lead managing underwriter shall agree and (y) 180 days after such effective date of the Initial Public Offering or (ii) with respect to any other Public Offering, 90 days after such
effective date of the Public Offering (unless the underwriter requires a longer time period, in which case such period shall not exceed 180 days),in each case unless a later date is reasonably required by applicable FINRA rules and regulations.

 (b) Notwithstanding anything to the contrary contained herein, for a period of twenty four (24) months following the
expiration of the Lock-Up Period with respect to the Initial Public Offering (the “Restricted Period”) and subject to any other Lock-Up Period, no Other Stockholder may Transfer any Company Securities set forth in Schedule
1 (the “Subject Securities”) except for Transfers that (i) are made pursuant to this Article 1, (ii) are made in compliance with Rule 144, including the volume limitations applicable thereunder, without
regard to whether the volume limitations are applicable or not to such Other Stockholder (provided that any such Transfer in compliance with Rule 144 is less than or equal to the Transfer Threshold as of the effective time of such Transfer
and complies with Section 1.04(c)) or (iii) are approved by the Board. 
 (c) If any Other Stockholder desires
to Transfer any Company Securities pursuant to clause (ii) of Section 1.04(b), such Other Stockholder shall provide written notice to a member of the Board designated by Oak Hill that it desires to make such Transfer and shall not
consummate such Transfer until two (2) Business Days after delivery of such notice. 

  
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 SECTION 1.05. Registration Procedures. Whenever any Stockholders request that any
Registrable Securities be registered pursuant to Section 1.01 or 1.02 hereof, subject to the provisions of such Sections, the Company shall use its best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection with any such request: 
 (a) The Company shall as expeditiously as possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem
appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its best efforts to cause such filed registration statement
to become and remain effective for a period of not less than 180 days, or in the case of a shelf registration statement, one (1) year (or such shorter period in which all of the Registrable Securities of the Registering Stockholders included in
such registration statement shall have actually been sold thereunder). 
 (b) Prior to filing a registration statement or
prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Stockholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such
registration statement as proposed to be filed, and thereafter the Company shall furnish to such Stockholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including
all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule
430A (or any similar provision then in force) under the Securities Act and such other documents as such Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Stockholder.

 (c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented
by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 or any similar provision then in force under the Securities Act, (ii) comply with the provisions of the Securities Act and Exchange Act with
respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Registering Stockholders thereof set forth in such
registration statement or supplement to such prospectus and (iii) promptly notify the Registering Stockholders holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state
securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. 

  
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 (d) The Company shall use its best efforts to (i) register or qualify the Registrable
Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Registering Stockholders holding such Registrable Securities reasonably (in light of such
Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and
operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Stockholder to consummate the disposition of the Registrable Securities owned by such Stockholder; provided that
the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1.05(d), (B) subject itself to taxation in any such
jurisdiction or (C) consent to general service of process in any such jurisdiction. 
 (e) The Company shall immediately
notify each Registering Stockholders holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event
requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Stockholder and file with the SEC any such supplement or amendment. 

(f) (i) Oak Hill shall have the right, in its sole discretion, to select the underwriter or underwriters in connection with any Public
Offering resulting from a Demand Registration, which underwriter or underwriters may include any Affiliate of Oak Hill, and (ii) the Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection
with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with FINRA. 

(g) The Company shall make available for inspection by the Registering Stockholders and any underwriter participating in any disposition
pursuant to a registration statement being filed by the Company pursuant to this Section 1.05 and any attorney, accountant or other professional retained by any such Stockholder or underwriter (collectively, the
“Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to
exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company
determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in
such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Stockholder agrees that information obtained by it as a result of such


  
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inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made
generally available to the public. Each Registering Stockholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its
expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. 
 (h) The Company shall
furnish to each Registering Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such Stockholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort
letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Stockholders or the managing
underwriter reasonably requests. 
 (i) The Company shall otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earning statement or such other document that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

 (j) The Company may require each Registering Stockholder promptly to furnish in writing to the Company such information
regarding the distribution of the Registrable Securities as the Company may from time to time request and such other information as may be legally required in connection with such registration. 

(k) Each Registering Stockholder agrees that, upon receipt of any written notice from the Company of the occurrence of any event requiring
the preparation of a supplement or amendment of a prospectus relating to the Registrable Securities covered by a registration statement that is required to be delivered under the Securities Act so that, as thereafter delivered to the purchasers of
such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or to make the statements therein not misleading, such Stockholder shall forthwith
discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Stockholder’s receipt of the copies of a supplemented or amended prospectus, and, if so directed by the
Company, such Stockholder shall deliver to the Company all copies, other than any permanent file copies then in such Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such
notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 1.05(a)) by the number of days during
the period from and including the date of the giving of notice pursuant to Section 1.05(e) to the date when the Company shall make available to such Stockholder a prospectus supplemented or amended to conform with the requirements of
Section 1.05(e). 

  
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 (l) The Company shall use its reasonable efforts to list all Registrable Securities covered
by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded and to maintain such listing so long as any such Registrable Securities remain outstanding.

 (m) The Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road
shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable efforts to cooperate as requested by the
underwriters in the offering, marketing or selling of the Registrable Securities. 
 SECTION 1.06. Indemnification by the
Company. The Company agrees to indemnify and hold each Registering Stockholder holding Registrable Securities covered by a registration statement, its officers, directors, employees, managers, members, partners and agents, and each Person, if
any, who controls any such Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of
investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or
free writing prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or made during any “road shows”, or caused
by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages are caused by or related to any such untrue
statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to the Company by such Stockholder or on such Stockholder’s behalf expressly for use therein. The Company also agrees to indemnify
any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same
basis as that of the indemnification of the Stockholders provided in this Section 1.06. 
 SECTION 1.07.
Indemnification by the Participating Stockholders. Each Registering Stockholder holding Registrable Securities included in any registration statement agrees to indemnify and hold harmless the Company, its officers, directors and agents and
each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Stockholder, but only with
respect to information furnished in writing to the Company by such Stockholder or on such Stockholder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement
thereto, or any preliminary prospectus. Each such Stockholder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that 

  
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of the indemnification of the Company provided in this Section 1.07. As a condition to including Registrable Securities in any registration statement filed in accordance with
Article 1, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar
securities. No Registering Stockholder shall be liable under this Section 1.07 for any Damages in excess of the net proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder to which such Damages
relate. 
 SECTION 1.08. Conduct of Indemnification Proceedings. If any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 1, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such
indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall
assume the payment of all fees and expenses, provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying
Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party
unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with
such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any Damages (to the extent stated above) by reason of such settlement or judgment.
Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have
been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding. 

SECTION 1.09. Contribution. If the indemnification provided for in this Article 1 is unavailable to the Indemnified Parties
in respect of any Damages, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages (i) as between the Company and
the Registering Stockholders holding 

  
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Registrable Securities covered by a registration statement on the one hand and the underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the
Company and such Stockholders on the one hand and the underwriters on the other, from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits but also the relative fault of the Company and such Stockholders on the one hand and of such underwriters on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant
equitable considerations and (ii) as between the Company on the one hand and each such Stockholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such Stockholder in connection with
such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and such Stockholders on the one hand and such underwriters on the other shall be deemed to be in the same proportion
as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and such Stockholders bear to the total underwriting discounts and commissions received by such
underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Company and such Stockholders on the one hand and of such underwriters on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and such Stockholders or by such underwriters. The relative fault
of the Company on the one hand and of each such Stockholder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 

The Company and the Registering Stockholders agree that it would not be just and equitable if contribution pursuant to this
Section 1.09 were determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 1.09, no underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any Damages that such underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Registering Stockholder shall be required to contribute any amount in excess of the amount by which the net proceeds realized by such
Stockholder in the sale of Registrable Securities of such Stockholder to which such Damages relate exceeds the amount of any Damages that such Stockholder has otherwise been required to pay by reason of such untrue or alleged


  
 11 









 
untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Registering Stockholder’s obligation to contribute pursuant to this Section 1.09 is several in the proportion that the proceeds of the
offering received by such Stockholder bears to the total proceeds of the offering received by all such Registering Stockholders and not joint. 
 SECTION 1.10. Participation in Public Offering. No Stockholder will be permitted to require registration of any Registrable Securities in any Public Offering hereunder unless such Stockholder
(a) agrees to sell such Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights. 

SECTION 1.11. Other Indemnification. Indemnification similar to that specified herein (with appropriate modifications) shall be
given by the Company and each Stockholder participating therein with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

 SECTION 1.12. Cooperation by the Company. If any Stockholder shall transfer any Registrable Securities pursuant to
Rule 144 of the Securities Act, the Company shall cooperate, to the extent commercially reasonable, with such Stockholder and shall provide to such Stockholder such information as such Stockholder shall reasonably request. 

SECTION 1.13. S-8 Registration Following Initial Public Offering. The Company shall file a registration statement on Form S-8 in
accordance with applicable securities laws within 180 days after the Initial Public Offering, which registration statement will cover the Common Shares issuable upon exercise of employee options then outstanding. 

ARTICLE 2 

LEGENDS 
 SECTION
2.01. Legends. Upon the written request of Oak Hill or any Other Stockholder in connection with a Transfer of Company Securities pursuant to (i) an effective registration statement under the Securities Act or (ii) another exemption
from registration under the Securities Act, the Company shall or shall instruct the Company’s transfer agent to replace such Stockholder’s certificate with certificates not bearing any legend regarding restrictions on Transfer under the
Securities Act (and, with respect to any Other Stockholder, restrictions on Transfer set forth in this Agreement). 

  
 12 









 ARTICLE 3 
 DEFINITIONS 
 The following terms, as used herein, have the following meanings: 

SECTION 3.01. “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling,
controlled by or under common control with such Person; provided that no securityholder of the Company shall be deemed an Affiliate of any other securityholder solely by reason of an investment in the Company. For the purpose of this
definition, the term “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used
with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

 SECTION 3.02. “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks
in New York City are authorized by law to close. 
 SECTION 3.03. “Company Securities” means (i) the common
stock, (ii) any preferred stock, (iii) any other common stock issued by the Company and (iv) any securities convertible into or exchangeable for, or options, warrants or other rights to acquire, common stock or any other stock issued
by the Company. 
 SECTION 3.04. “Oak Hill” means Oak Hill Capital Partners III, L.P. and Oak Hill Capital
Management Partners III, L.P. and their permitted assignees as contemplated by Section 3.03. 
 SECTION 3.05.
“Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 SECTION 3.06. “FINRA”
means the Financial Industry Regulatory Authority, Inc. 
 SECTION 3.07. “Initial Public Offering” means the
first Public Offering of common stock of the Company registered on Form S-1. 
 SECTION 3.08. “Other
Stockholder” means all Stockholders other than Oak Hill. 
 SECTION 3.09. “Person” means an individual,
corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 

SECTION 3.10. “Public Offering” means an underwritten public offering of Company Securities pursuant to an effective
registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form. 

  
 13 









 SECTION 3.11. “Registrable Securities” means, at any time, any Company
Securities held by any Stockholder until (i) a registration statement covering such Company Securities has been declared effective by the SEC and such Company Securities have been disposed of pursuant to such effective registration statement,
(ii) such Company Securities are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or (iii) such Company Securities are otherwise
Transferred, the Company has delivered a new certificate or other evidence of ownership for such Company Securities not bearing a legend regarding restrictions on Transfer under the Securities Act (and, with respect to any Other Stockholder,
restrictions on Transfer set forth in this Agreement) and such Company Securities may be resold without subsequent registration under the Securities Act. 
 SECTION 3.12. “Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including all
(i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any
securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing,
mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company
(including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent
certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters), (vii) reasonable fees and
expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable fees and out-of-pocket expenses of counsel to the Stockholders participating in the offering selected (A) by Oak Hill, in the
case of any offering in which Oak Hill participates, or (B) in any other case, by the Stockholders holding the majority of the Registrable Securities to be sold for the account of all Stockholders in the offering, (ix) fees and expenses in
connection with any review by FINRA of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses of any counsel thereto,
(x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and
producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable
Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expense of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst or investor
presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities and (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities,
including expenses relating to any presentations to rating agencies. 

  
 14 









 SECTION 3.13. “Required Stockholders” means Stockholders of at least a
majority in number of Registrable Securities. 
 SECTION 3.14. “SEC” means the Securities and Exchange
Commission. 
 SECTION 3.15. “Securities Act” means the Securities Act of 1933, as amended. 

SECTION 3.16. “Transfer” means, with respect to any Company Securities, (i) when used as a verb, to sell, assign,
dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Company Securities or any participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a
noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Company Securities or any participation or interest therein or any agreement or commitment to do any of the foregoing.

 SECTION 3.17. “Transfer Threshold” means, with respect to the Transfer of any Subject Securities during the
Restricted Period, (i) the Transfer of up to one third (1/3) of the Subject Securities held by such Other Stockholder during the one (1) year period following the expiration of the Lock-up Period with respect to the Initial Public
Offering and (ii) the Transfer of up to two thirds (2/3) of the Subject Securities (including any Subject Securities sold pursuant to clause (i) of this Section 3.17) held by such Other Stockholder during the two
(2) year period following the expiration of the Lock-Up Period with respect to the Initial Public Offering. 
 SECTION 3.18.
Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply: 
 (a) Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa. 

(b) Headings. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions
and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of
this Agreement unless otherwise specified. 
 (c) Herein. The words such as “herein,” “hereinafter,”
“hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. 

  
 15 









 (d) Including. Wherever the word “include,” “includes,” or
“including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”. 

ARTICLE 4 

MISCELLANEOUS 

SECTION 4.01. Termination. All rights and obligations of the Company hereunder shall terminate on the date on which no Registrable
Securities are outstanding. 
 SECTION 4.02. Termination of Stockholders’ Agreement. The parties acknowledge and
agree, that upon execution of this Agreement, the Stockholders’ Agreement of the Company, dated as of June 1, 2010, (including, for the purpose of clarity, Article IV thereof) shall automatically terminate and be of no further force or
effect. 
 SECTION 4.03. Amendment and Waiver. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the Company, the Required Stockholders and any Stockholder that would be materially and disproportionately affected by such an amendment. Any party hereto may waive any right of such party hereunder by an instrument in
writing signed by such party and delivered to the other parties. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party
thereafter to enforce each and every provision of this Agreement in accordance with its terms. 
 SECTION 4.04. Successors
and Assigns. This Agreement shall not inure to the benefit of, or be binding on, or be assignable or transferable by any Stockholder to, any Person to the extent such Person acquires Company Securities in, or at any time following, the Initial
Public Offering; provided, however, that in connection with any Transfer of Company Securities by Oak Hill (i) to any of its Affiliates or (ii) in connection with any Transfer of Company Securities by Oak Hill in a privately
negotiated transaction, in each case Oak may assign all or any portion of its rights under this Agreement to any transferee who agrees to be bound by this Agreement. 
 SECTION 4.05. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon such a determination, the parties shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


  
 16 









 SECTION 4.06. Entire Agreement. Except as otherwise expressly set forth herein, this
Agreement, together with the several agreements and other documents and instruments referred to herein or therein or annexed hereto or thereto, embody the complete agreement and understanding among the parties hereto with respect to the subject
matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way. 

SECTION 4.07. Counterparts; Execution by Facsimile Signature. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signature(s). 
 SECTION 4.08. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified,
(ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next Business Day or (iii) one Business Day after deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications shall be sent to the addresses set forth below or such other address or facsimile number as a party may from time to time specify by notice to the other parties hereto: 

If to the Company, at: 
 Dave & Buster’s Entertainment, Inc. 
 2481 Manana Drive 

Dallas, Texas 75220 
 Attention: Jay L. Tobin, Esq. 
 Fax: (214) 357-1536 

With a copy which shall not constitute notice to: 
 Oak Hill Capital Management, LLC 
 65 East 55th Street, 32nd Floor 

New York, NY 10022 
 Attention: John R. Monsky, Esq. 
 Fax: (212) 527-8450 

and 
 Weil,
Gotshal & Manges LLP 
 767 Fifth Avenue 
 New York, New York 10153 
 Attention: Douglas P. Warner, Esq. 

Fax: (212) 310-8007 

  
 17 









 If to any Other Stockholder, to such Stockholder’s address as set forth in the register of stockholders
maintained by the Company. 
 SECTION 4.09. Governing Law. This Agreement, and all claims or causes of action (whether at
law, in equity, in contract, in tort or otherwise) based upon, arising out of, related to or otherwise in connection with this Agreement or the transactions contemplated hereby, shall be exclusively governed by, and construed in accordance with, the
internal laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction (including any claim or cause of
action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement). 
 SECTION 4.10. Consent to Jurisdiction. The parties hereby agree that any suit, action or proceeding (whether at law, in equity, in contract, in tort or otherwise) seeking to enforce any provision
of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in
connection with this Agreement or as an inducement to enter into this Agreement) shall be exclusively brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as
one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any case of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and
each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law,
any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient
form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such
party as provided in this Section 3.10 shall be deemed effective service of process on such party. 
 SECTION 4.11.
Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 [Remainder of page is intentionally left blank.] 

  
 18 









 IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed
and delivered as of the date first written above. 
  

					
	 DAVE & BUSTER’S
 ENTERTAINMENT, INC.

		
	By:	 	 
		 	Name: Stephen M. King
		 	Title: Chief Executive Officer
	
	OAK HILL CAPITAL PARTNERS III, L.P.
		
	By:	 	OHCP GenPar III, L.P.,
		 	 its General Partner

		
	By:	 	OHCP MGP Partners III, L.P.,
		 	 its General Partner

		
	By:	 	OHCP MGP III, Ltd.,
		 	 its General Partner

			
		 	By:	 	 
		 		 	Name: John R. Monsky
		 		 	Title:
	
	OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.
		
	By:	 	OHCP GenPar III, L.P.,
		 	 its General Partner

		
	By:	 	OHCP MGP Partners III, L.P.,
		 	 its General Partner

		
	By:	 	OHCP MGP III, Ltd.,
		 	 its General Partner

			
		 	By:	 	 
		 		 	Name: John R. Monsky
		 		 	Title:









 
	
	Alan J. Lacy
	
	 
	David A. Jones, individually, and on behalf of,
	
	Brenton Alan Kindle,
	Brooke Nicole Kindle Stephens,
	Leslie Ann Jones Acosta,
	Jeffrey David Jones,
	Dana Michele Jones Smith,
	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO Davis A. Kindle,

	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO Antonio Acosta III,

	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO Dillon A. Jones,

	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO H. Jones Scherer,

	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO Jackson D. Stephens,

	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO Turner Clark Smith,

	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO Tyler J. Kindle, and

	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO W. Rhys Smith

	
	 
	Kevin M. Sheehan
	
	 
	Jonathan S. Halkyard


 [SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT] 







 
	
	Michael J. Griffith
	
	 
	Stephen M. King
	
	 
	Dolf Berle
	
	 
	Jay L. Tobin
	
	 
	Brian A. Jenkins
	
	 
	John P. Gleason III
	
	 
	Margo L. Manning
	
	 
	Edward J. Forler
	
	 
	Michael Metzinger
	
	 
	Gregory Clore


 [SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT] 







 
	
	William J. Robertson
	
	 
	Joseph DeProspero
	
	 
	Lisa Warren
	
	 
	John Mulleady
	
	 
	Michael Plunkett
	
	 
	Peter Czizek
	
	 
	April Spearman


 [SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT] 







 Schedule 1 

Subject Securities1 
  

					
	 Stockholder / Optionholder
	  	Number of
Shares	  	Number of
Options
	 Alan J. Lacy
	  	750	  	1644
	 David A. Jones
	  	740	  	822
	 Kevin M. Sheehan
	  	500	  	[150]
	 Jonathan S. Halkyard
	  	166.67	  	[150]
	 Michael J. Griffith
	  	166.67	  	[150]
	 Stephen M. King
	  	1,825.679	  	3780
	 Dolf Berle
	  	75	  	2439
	 Jay L. Tobin
	  	561.019	  	989
	 Brian A. Jenkins
	  	667.075	  	1972
	 John P. Gleason
	  	210.655	  	989
	 Margo L. Manning
	  	216.175	  	989
	 Edward J. Forler
	  	203.633	  	410
	 Michael Metzinger
	  	90.073	  	84
	 Gregory Clore
	  	60.109	  	84
	 William J. Robertson
	  	152.277	  	332
	 Joseph DeProspero
	  	80.146	  	84
	 Lisa Warren
	  	42.204	  	84
	 John Mulleady
	  	0	  	450
	 Michael Plunkett
	  	0	  	332
	 Peter Czizek
	  	0	  	84
	 April Spearman
	  	0	  	84
	 Brenton Alan Kindle,
	  	20	  	0
	 Brooke Nicole Kindle Stephens,
	  	20	  	0
	 Leslie Ann Jones Acosta,
	  	20	  	0
	 Jeffrey David Jones,
	  	20	  	0
	 Dana Michele Jones Smith,
	  	20	  	0
	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO Davis A. Kindle,
	  	20	  	0
	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO Antonio Acosta III,
	  	20	  	0
	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO Dillon A. Jones,
	  	20	  	0

  
  

	1 	 Numbers likely to change based on pre-IPO stock split. 










					
	 Stockholder / Optionholder
	  	Number of
Shares	  	Number of
Options
	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO H. Jones Scherer,
	  	20	  	0
	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO Jackson D. Stephens,
	  	20	  	0
	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO Turner Clark Smith,
	  	20	  	0
	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO Tyler J. Kindle
	  	20	  	0
	 David A. Jones 2006 Grandchildren’s Trust Dated 12/30/2006 FBO W. Rhys Smith
	  	20	  	0