Item 1.01. Entry into a Material Definitive Agreement.

On July 11, 2022, Dave & Buster's Entertainment, Inc. (the "Company") entered into an amendment and restatement (the "Agreement") of the cooperation letter agreement with Hill Path Capital LP (collectively with its affiliates, "Hill Path") and James Chambers entered into on December 18, 2020 and previously disclosed on the Company's Form 8-K dated December 22, 2020.

Among other things, the Agreement modifies certain of the standstill restrictions applicable to Hill Path, including prohibiting Hill Path from acquiring more than 20.0% of the outstanding shares (including economic exposure via derivatives) so long as James Chambers or another director designated by Hill Path serves on the board of directors of the Company (the "Board") and for ten days thereafter. Hill Path also agrees to vote its shares in excess of 15.0% of the Company's outstanding shares, if any, in the same proportion as the votes of the non-Hill Path shares.

As part of the Agreement, the Company has permitted Hill Path to acquire, whether in a single transaction or multiple transactions from time to time, additional shares of the Company's common stock to the extent such acquisitions would result in Hill Path having beneficial ownership of less than 20.0% of the outstanding shares (including economic exposure via derivatives) without triggering the restrictions on a subsequent business combination with Hill Path that would otherwise be imposed under Section 203 of the Delaware General Corporation Law (the "DGCL"). As a result of the Agreement, Hill Path may elect to acquire additional shares of the Company's common stock. Upon acquiring beneficial ownership of 20.0% or more of the outstanding shares of the Company's common stock (including economic exposure via derivatives) at any time within the next 10 years, the restrictions under Section 203 of the DGCL would apply, with certain modifications, to a potential business combination with Hill Path as an "interested stockholder" (as defined in Section 203 of the DGCL).

Due to James Chambers' status as an employee of Hill Path, the Agreement was considered, negotiated and approved by the other, disinterested members of the Board.

A copy of the Agreement is filed with this Form 8-K as Exhibit 10.1 and incorporated by reference herein. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.                                Description
  10.1          Amended and Restated Cooperation Agreement, dated as of July 11,
              2022, among Dave & Buster's Entertainment, Inc., Hill Path Capital LP
              and James Chambers

Exhibit 104: Cover Page Interactive Date File (embedded within the Inline XBRL document)

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