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  • DAVE & BUSTER'S, INC.

    AUDIT COMMITTEE CHARTER

    (Amended and Restated December 6, 2006)

    This Audit Committee Charter ("Charter") sets forth the purpose and membership requirements of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Dave & Buster's, Inc. (the "Company") and establishes the authority and responsibilities delegated to it by the Board.

    1. Purpose

    The purpose of the Committee is to oversee (i) the integrity of the Company's financial statements and disclosures, (ii) the Company's compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of the Company's independent auditing firm (the "External Auditor"), (iv) the performance of the Company's internal audit function, (v) the Company's internal control systems, and (vi) the Company's procedures for monitoring compliance with its Code of Business Ethics (the "Code of Ethics").

    2. Committee Members

    2.1 Composition and Appointment. The Committee shall consist of three (3) or more members of the Board. Membership on the Committee shall rotate at the Board's discretion. The Board shall fill vacancies on the Committee and may remove a Committee member from the membership of the Committee at any time without cause. Members shall serve until their successors are appointed by the Board.

    2.2 Qualifications.To the extent required by the Securities Exchange Act of 1934 (the "1934 Act") or any securities exchange on which securities of the Company may be listed, each member of the Committee shall be "independent," as such term is defined under applicable rules and regulations.

    2.3 Financial Literacy. Each member of the Committee shall, in the Board's business judgment, be financially literate or must become financially literate within a reasonable period of time after such member's appointment to the Committee. At least one member of the Committee shall, in the Board's business judgment, have accounting or related financial management expertise. In addition, in connection with the preparation of any reports regarding the financial experience of the members of the Committee to be included in the Company's periodic public reports, the Board shall determine with respect to each member of the Committee whether or not, in the Board's judgment, such member is a "financial expert," as such term is defined by the Securities and Exchange Commission (the "SEC").

    2.4 Simultaneous Service on Other Audit Committees. If a member of the Committee serves on the audit committee (or, in the absence of an audit committee, the board committee performing equivalent functions, or, in the absence of such committee, the board of directors) of more than three (3) public companies, the Board must affirmatively determine that such simultaneous service on multiple audit committees will not impair the ability of such member to serve on the Committee.

    2.5 Compensation. Members of the Committee shall, at the discretion of the Board, be entitled to receive fees for service on the Committee or for service as Chairperson of the Committee in addition to the normal fees paid to all directors.

    3. Authority

    3.1 Education. To help ensure that the members of the Committee have the proper knowledge to perform their responsibilities, Committee members, shall have the authority, at the Company's expense, to attend outside educational programs, retain outside professionals to conduct educational programs and undertake other appropriate steps to keep current with developments in accounting, disclosure, risk management, internal controls, auditing and other matters that are relevant to the carrying out of the Committee's responsibilities.

    3.2 Advisors. The Committee shall have the authority (i) to retain, at the Company's expense, independent legal, financial and other advisors ("Advisors") it deems necessary to fulfill its responsibilities, and (ii) determine the compensation of such Advisors.

    3.3 Investigations. The Committee shall have the authority to conduct investigations that it deems necessary to fulfill its responsibilities.

    3.4 Information. The Committee shall have the authority to require any officer, director or employee of the Company, the Company's outside legal counsel and the External Auditor to meet with the Committee and any of its advisors and to respond to their inquiries. The Committee shall have full access to the books, records and facilities of the Company in carrying out its responsibilities.

    3.5 Funding. The Committee shall have the authority to determine, on behalf of the Company, the compensation of (i) the External Auditor for its services in rendering an audit report, and (ii) any Advisors employed by the Committee pursuant to Section 3.2.

    3.6 Subcommittees. The Committee shall have the authority to delegate authority and responsibilities to subcommittees provided that no subcommittee shall consist of less than two members.

    4. Meetings

    4.1 Periodic Meetings. The Committee shall meet at least once per fiscal quarter. The Chairperson may call a special meeting at any time as he or she deems advisable.

    4.2 Executive Sessions. The Committee shall maintain free and open communication with (i) the Company's chief executive officer (the "CEO"), (ii) the Company's chief financial officer (the "CFO"), (iii) the Company's chief of internal auditing (the "Internal Auditor"), (iv) the External Auditor, and (v) the Company's general counsel (the "General Counsel") and shall periodically meet, in its sole discretion, in separate executive (private) sessions with each such person to discuss any matters that the Committee or any of them believes should be discussed privately with the Committee.

    4.3 Minutes. Minutes of each meeting of the Committee shall be kept to document the discharge by the Committee of its responsibilities and a copy thereof shall be sent to the members of the Board.

    4.4 Quorum. A quorum shall consist of a majority of the Committee's members. The act of a majority of the Committee members present at a meeting at which a quorum is present shall be the act of the Committee.

    4.5 Agenda. The Chairperson of the Committee shall prepare an agenda for each meeting of the Committee in consultation with Committee members and any appropriate member of the Company's management or staff. Appropriate members of the Company management and staff shall assist the Chairperson with the preparation of any background materials necessary for any Committee meeting.

    4.6 Presiding Officer. The Chairperson of the Committee shall preside at all Committee meetings. If the Chairperson is absent at a meeting, a majority of the Committee members present at a meeting shall appoint a different presiding officer for that meeting.

    5. General Oversight

    The Committee's responsibilities shall include review of (i) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles, and major issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies, (ii) any analyses prepared by management or the External Auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including any analyses of the effects of alternative generally accepted accounting principles ("GAAP") methods on the presentation of the Company's financial statements, (iii) the effect of regulatory and accounting industry initiatives, as well as off-balance sheet structures, on the Company's financial statements, and (iv) the type and presentation of information to be included in earnings press releases that contain information with respect to the historical or projected financial performance of the Company (with particular attention on the use of "pro forma," or "adjusted" non-GAAP, information), as well as any other financial information provided to a financial analyst or a rating agency.

    6. External Auditor Oversight

    6.1. Selection and Evaluation. The Committee shall have the responsibility and sole authority for the appointment, compensation, retention, oversight, termination and replacement of the External Auditor and for the approval of all audit and engagement fees. The Committee shall annually, following the completion of the audit reports and at such other times as it deems appropriate, review and evaluate the performance of the External Auditor, including a specific evaluation of the External Auditor's lead (or coordinating) audit partner having primary responsibility for the Company's audit. The Committee shall present its conclusions with respect to the External Auditor to the Board.

    6.2. Pre-Approval of External Auditor Services.

    6.2.1. Committee Pre-Approval. No audit services or non-audit services shall be performed by the External Auditor for the Company unless first pre-approved by the Committee and unless permitted by applicable federal securities laws and the rules and regulations of the SEC. If the Committee approves an audit service within the scope of the engagement of the External Auditor, such audit service shall be deemed to have been pre-approved for purposes of this Section.

    6.2.2. Delegation of Pre-Approval Authority. The Committee may delegate to one (1) or more members of the Committee the authority to grant pre-approval of non-audit services required by this Section. The decision of any member to whom such authority is delegated to pre-approve non-audit services shall be reported to the full Committee at its next scheduled meeting.

    6.3. Independence. The Committee shall periodically meet with the External Auditor to assess and satisfy itself that the External Auditor is "independent" in accordance with the rules and regulations of the SEC. The Committee shall annually obtain from the External Auditor a written statement delineating (i) all relationships between the External Auditor and the Company that may impact the External Auditor's objectivity and independence, (ii) confirmation that the Company's CEO, controller, CFO, chief accounting officer, Internal Auditor, or any person serving in an equivalent position to any of the foregoing for the Company, was not employed by the External Auditor and did not participate in any capacity in the audit of the Company during the one (1) year period preceding the date of the initiation of the audit for which the External Auditor is engaged, and (iii) all the disclosures required by Independence Standards Board Standard No. 1. The Committee shall establish a policy regarding the Company's hiring of any employee or former employee of the External Auditor.

    6.4. Quality Control. The Committee shall annually obtain and review a written report from the External Auditor describing (i) the External Auditor's internal quality-control procedures, and (ii) any material issues raised by (a) the External Auditor's most recent internal quality-control review, or peer review or (b) any inquiry or investigation by governmental or professional authorities, in each case, within the preceding five (5) years, respecting one or more independent audits carried out by the External Auditor, and any steps taken to deal with any such issues.

    6.5. Audit Partner Rotation. The Committee shall annually obtain from the External Auditor a written statement confirming that the lead (or coordinating) audit partner having primary responsibility for the Company's audit, or the audit partner responsible for reviewing the audit, has not performed any audit services for the Company in each of the Company's five (5) previous fiscal years.

    6.6. Review of External Auditor Reports. The Committee shall review with management, the Internal Auditor and the External Auditor all reports required to be made by the External Auditor under applicable federal securities laws and the rules and regulations of the SEC regarding (i) all critical accounting policies and practices used by the Company, (ii) all alternative treatments of the Company's financial information within GAAP that have been discussed with management, the ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the External Auditor, (iii) all other material written communications between the External Auditor and management, such as any management letter or schedule of unadjusted differences, and (iv) management's assessment of the Company's internal controls.

    6.7. Internal Control Assessment. To the extent required by the 1934 Act and the Regulations thereunder, the Committee shall annually obtain from the External Auditor a written report in which the External Auditor attests to and reports on the assessment of the Company's internal controls made by the Company's management.

    6.8. Non-Audit Services. The Committee shall review with management and decide whether to approve the retention of the External Auditor for any non-auditing services proposed to be rendered to the Company, including assessing their compatibility with maintaining the External Auditor's independence. No non-audit services may be provided to the Company by the External Auditor unless approved in advance by the Committee under Section 6.2 above. The External Auditor shall not provide to the Company, and the Committee shall not have the authority to approve the provision to the Company by the External Auditor of, those services described in Section 201 of the Sarbanes-Oxley Act of 2002 (the "Act") or any other service that the Public Company Accounting Oversight Board established under the Act determines, by regulation may not be provided to the Company by the External Auditor.

    6.9. Accountability. The External Auditor shall report directly to the Committee and shall be ultimately accountable to the Committee. The Committee shall obtain an annual written statement from the External Auditor confirming its direct accountability to the Committee.

    6.10. Audit Assessment. The Committee shall review with management, the Internal Auditor and the External Auditor any problems or difficulties encountered and management response in connection with the audit process, including any restrictions on the scope of the External Auditor's activities or on access to requested information, any significant disagreements with management, any accounting adjustments that were noted or proposed by the External Auditor but that were passed (as immaterial or otherwise), any communications between the External Auditor's team assigned to the Company's audit and the External Auditor's national office respecting auditing or accounting issues presented by the Company's audit, and any "management" or "internal control" letter issued, or proposed to be issued, by the External Auditor to the Company.

    6.11. SAS 61. The Committee shall discuss with the External Auditor the matters required to be discussed under Statement on Auditing Standards No. 61.

    6.12. Disagreements. The Committee shall periodically inquire of management and the External Auditor as to any disagreements that may have occurred between them relating to the Company's audit process, financial statements or disclosures. The Committee shall have sole responsibility for the resolution of any disagreements between management and the External Auditor regarding financial reporting.

    7. Internal Auditing Oversight

    7.1. Internal Auditing Staff. The Committee shall annually evaluate the performance of the Internal Auditor and the internal auditing department with management and the External Auditor.

    7.2. Internal Audit Process. The Committee shall meet periodically with the Internal Auditor, the External Auditor and management to review (i) plans for the internal audit program (including scope, responsibilities, budget and staffing) for the coming year, (ii) the coordination of such plans with the work of the External Auditor, and (iii) the progress and results of the internal auditing process.

    7.3. Internal Audit Reports. The Committee shall meet periodically with the Internal Auditor to review any significant reports to management prepared by the internal auditing staff. The Internal Auditor shall provide a summary of all significant internal audit reports to the Committee each quarter. The Internal Auditor shall provide management and the Committee with ongoing assessments of the Company's risk management processes and system of internal controls.

    8. Financial Statements And Disclosure Oversight

    8.1. SEC Filings and Earnings Releases and Guidance. Prior to the filing by the Company with the SEC of any annual report on Form 10-K or any quarterly report on Form 10-Q, the Committee shall meet to review and discuss with management and the External Auditor the financial statements and the Company's specific disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. The Committee shall periodically review and discuss with management and the External Auditor the Company's procedures (including types of information to be disclosed and the type of presentation to be made) with respect to press releases and with respect to financial information and earnings guidance provided to financial analysts and rating agencies.

    8.2. Accounting Changes. The Committee shall, before their implementation, review with management and the External Auditor and approve all significant changes proposed to be made in the Company's accounting principles and practices.

    8.3. Adequate Disclosure. The Committee shall periodically inquire of management, the External Auditor, the General Counsel and, if the Committee deems it appropriate, outside legal counsel as to whether the Company's financial statements comport with the disclosure requirements of federal securities laws, notwithstanding their conformity to accounting principles and practices.

    8.4. Criticisms. The Committee shall periodically inquire of management, the General Counsel and the External Auditor as to their knowledge of any criticism of the Company's financial statements or disclosures by any financial analysts, rating agencies, media sources or other reliable third-party sources. The Committee shall establish procedures for (i) the receipt, retention, treatment, investigation and resolution of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by the Company's employees of concerns regarding questionable accounting or auditing matters.

    9. Internal Controls, Legal Compliance and Code of Ethics Oversight

    9.1. Internal Controls and Compliance Policies. For the purpose of assessing their adequacy and effectiveness, the Committee (i) shall periodically review and assess with management, the Internal Auditor, the General Counsel and the External Auditor (a) the internal control systems of the Company, including whether such controls are reasonably designed to ensure that appropriate information comes to the attention of the Committee in a timely manner, prevent violations of law and corporate policy and permit the Company to prepare accurate and informative financial reports, (b) the Company's policies on compliance with laws and regulations, (c) the Code of Ethics, and (d) the methods and procedures for monitoring compliance with such policies, and (ii) shall elicit from them any recommendations for the improvement of the Code of Ethics and such controls, policies, methods and procedures. The Committee shall review with management and the External Auditor, prior to its annual filing, the internal control report (containing the annual assessment of the effectiveness of the internal control Structure and procedures of the Company for financial reporting) that is required to be filed by the Company with the SEC on Form 10-K.

    9.2. Information Security. The Committee shall periodically review and assess with management and the External Auditor the adequacy of the security for the Company's information systems and the Company's contingency plans in the event of a systems breakdown or security breach.

    9.3. Code of Ethics. The Committee shall periodically inquire of management, the Internal Auditor and the External Auditor as to their knowledge of (i) any violation of the Code of Ethics, (ii) any waiver of compliance with the Code of Ethics, and (iii) any investigations undertaken with regard to compliance with the Code of Ethics. Any waiver of the Code of Ethics with respect to a director or executive officer may only be granted by the Committee. All waivers granted by the Committee shall be promptly reported to the entire Board and disclosed as required by rules and regulations of the SEC and NYSE.

    9.4. Misconduct Allegations. The Committee shall periodically inquire of management and the General Counsel of their knowledge of any allegations of director or officer misconduct or misconduct by the Company (whether made by employees or third parties).

    9.5. Disagreements. The Committee shall inquire of management, the General Counsel and, if appropriate, outside legal counsel of any disagreements that may have occurred between management and legal counsel regarding any public disclosures or any other legal compliance issue.

    10. Risk Management Oversight

    10.1. Risk Exposure. The Committee shall periodically meet with management and the External Auditor to review and discuss the Company's major risks or exposures and to assess the steps taken by management to monitor and control such risks and exposures. The Committee shall discuss guidelines and policies to govern the process by which risk assessment and management is undertaken.

    10.2. Insurance. The Committee shall periodically review and assess with management and the General Counsel insurance coverage, including Directors and Officers Liability, property and casualty loss, and surety bonds.

    10.3. Special-Purpose Entities and Off-Balance Sheet Transactions. The Committee shall periodically meet with management, the Internal Auditor, the General Counsel and the External Auditor to review and assess all "special-purpose" entities of the Company and all complex financing transactions involving the Company, including all related off-balance sheet accounting matters.

    10.4. Consultation with Legal Counsel. The Committee shall periodically receive reports from, and review with the General Counsel and, if the Committee deems appropriate, outside legal counsel legal matters (including material claims, pending legal proceedings, government investigations and material reports, notices or inquiries received from governmental agencies) that may have a significant impact on the Company's financial statements or risk management.

    11. Reports and Assessments

    11.1. Board Reports. The Chairperson of the Committee shall report regularly to the Board on Committee actions and on the fulfillment of the Committee's responsibilities under this Charter. Such reports shall include any issues that arise with respect to the quality or integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, the performance and independence of the Company's External Auditors and the performance of the Company's internal audit function.

    11.2. Charter Assessment. The Committee shall annually review and assess the adequacy of this Charter and advise the Board of its assessment and of its recommendation for any changes to the Charter and for the inclusion of the Charter on the Company's corporate website.

    11.3. Committee Self-Assessment. To the extent requested by the Board, the Committee shall review and make a self-assessment of its performance.

    11.4. Annual Report. The Committee shall prepare an annual report as required by the rules and regulations of the SEC.

    11.5. Recommend Action. The Committee shall annually make a determination as to whether to recommend to the Board that the audited financials (certified by the External Auditor) be included in the Company's Annual Report on Form 10-K for filing with the SEC.

    11.6. Board Access to External Auditor. The Committee shall, whenever the Board of Directors or the Committee deems it appropriate, have the External Auditor attend a meeting of the full Board to discuss specific issues and to answer questions from the directors.

    12. General

    12.1. Financial Statement Responsibility. The Company's management is responsible for the preparation, presentation and integrity of the Company's financial statements and disclosures, and the External Auditor is responsible for auditing year-end financial statements and reviewing quarterly financial statements and conducting other procedures. It is not the duty of the Committee to certify the Company's financial statements, to guarantee the External Auditor's report, or to plan or conduct audits. Since the primary function of the Committee is oversight, the Committee shall be entitled to rely on the expertise, skills and knowledge of management, the Internal Auditor and the External Auditor and the accuracy of information provided to the Committee by such persons in carrying out its oversight responsibilities. Nothing in this Charter is intended to change the responsibilities of management and the External Auditor.

    12.2. Charter Guidelines. While the responsibilities of the Committee set forth in Section 4 through 11 above are contemplated to be the principal recurring activities of the Committee in carrying out its oversight function, these responsibilities are to serve as a guide with the understanding that the Committee may diverge from them as it deems appropriate given the circumstances.



    DAVE & BUSTER'S, INC.

    COMPENSATION COMMITTEE CHARTER

    (Amended December 6, 2006)

    This Compensation Committee Charter (the "Charter") sets forth the purpose and membership requirements of the Compensation Committee (the "Committee") of the Board of Directors of Dave & Buster's, Inc. (the "Board") and establishes the authority and responsibilities delegated to it by the Board.

    1. Purpose

    The purpose of the Committee is to (i) review and approve corporate goals and objectives relevant to Chief Executive Officer (the "CEO") compensation, (ii) evaluate the CEO's performance in light of those goals and objectives, (iii) either as a Committee or together with the other independent directors (as directed by the Board) determine and approve the CEO's compensation level based on this evaluation, (iv) make recommendations to the Board with respect to non-CEO executive officer compensation and incentive-compensation and equity-based plans that are subject to Board approval and (v) prepare an annual report on executive compensation as required by the Securities and Exchange Commission (the "SEC") for inclusion in the Company's Annual Report on Form 10-K.

    2. Committee Members

    2.1 Composition and Appointment. The Committee shall consist of three (3) or more members of the Board. The members and Chairperson of the Committee shall be appointed by the Board. Membership on the Committee shall rotate at the Board's discretion. The Board shall fill vacancies on the Committee and may remove a Committee member from the membership of the Committee at any time without cause. Members shall serve until their successors are appointed by the Board.

    2.2 Qualifications. To the extent required by the Securities Exchange Act of 1934 or any other requirement of the SEC, each member of the Committee shall be "independent," as such term is defined under applicable rules and regulations.

    3. Authority

    3.1 Advisors. The Committee shall have the sole authority to (i) retain, at the Company's expense, an independent compensation consultant and other expert advisors ("Advisors") as it deems necessary to fulfill its responsibilities under this charter, (ii) determine the compensation and other terms of the engagement of such Advisors and (iii) terminate the engagement of such Advisors. The Advisors shall report directly to the Committee.

    3.2 Subcommittees. The Committee may delegate authority and responsibilities to subcommittees as it deems proper, provided that no subcommittee shall consist of less than two members.

    4. Meetings

    4.1 Frequency of Meetings. The Committee shall meet as frequently as is determined by the Board. The schedule for regular meetings of the Committee shall be established by the Committee. The Chairperson of the Committee may call a meeting at any time as he or she deems advisable.

    4.2 Minutes Minutes of each meeting of the Committee shall be kept to document the discharge by the Committee of its responsibilities and a copy thereof shall be sent to the members of the Board.

    4.3 Quorum. A quorum shall consist of a majority of the Committee's members. The act of a majority of the Committee members present at a meeting at which a quorum is present shall be the act of the Committee.

    4.4 Agenda. The Chairperson of the Committee shall prepare an agenda for each meeting in consultation with Committee members and any appropriate member of the Company's management or staff. Appropriate members of Company management and staff shall assist the Chairperson with the preparation of any background materials necessary for any Committee meeting.

    4.5 Presiding Officer. The Chairperson of the Committee shall preside at all Committee meetings. If the Chairperson is absent at a meeting, a majority of the Committee members present at a meeting shall appoint a different presiding officer for that meeting.

    5. Executive Compensation

    5.1 Compensation Philosophy and Strategy. The Committee shall review the compensation philosophy and strategy of the Company and its subsidiaries and consult with the CEO, as needed, regarding the role of the Company's compensation strategy in achieving the Company's objectives and performance goals and the long-term interests of the Company's stockholders. In determining the long-term incentive component of the CEO's compensation, the Committee shall consider such factors as it deems relevant, which may include the Company's performance and relative stockholder return and the value of similar incentive awards to chief executive officers at comparable companies.

    5.2 Comparison Analysis. The Committee shall annually assess the Company's competitive position with respect to the individual elements of total executive compensation to ensure the attraction, retention and appropriate reward of the Company's executive officers.

    5.3 Administration of Plans. The Committee shall administer the Company's incentive compensation and any stock option and other equity based plans (including specific provisions) in which the CEO and other executive officers may be participants and recommend to the Board amendments to such plans or adoption of new plans. In connection with administering such plans, the Committee shall have the authority to (i) approve option guidelines and general size of overall grants, (ii) make grants, (iii) interpret the plans, (iv) determine the rules and regulations relating to the plans, (v) modify or cancel existing grants and substitute new grants (with the consent of grantees), (vi) designate employees eligible to participate in the plans and (vii) impose limitations, restrictions and conditions upon any award as the Committee deems appropriate and as permitted under the applicable plan.

    5.4 Executive Compensation. The Committee shall annually review and establish the base salary, incentive compensation, deferred compensation, stock options, performance units and other equity based awards for the CEO. The Committee shall annually review with the CEO his or her decision as to the compensation of the Company's other executive officers.

    6. CEO Performance

    The Committee shall annually evaluate the CEO's performance and take into account such performance evaluation in establishing the CEO's compensation.

    7. Special Recommendations to the Board

    The Committee shall review and make recommendations to the Board regarding (i) any employment agreement, severance agreement, change in control agreement or provision, or separation agreement, or any amendment to the same, that is proposed to be entered into with the CEO or any other executive officer and (ii) any deferred compensation arrangement that is proposed to be entered into with the CEO or any other executive officer.

    8. Reports and Assessments

    8.1 Board Reports. The Chairperson of the Committee shall report from time to time to the Board on Committee actions and on the fulfillment of the Committee's responsibilities under this Charter.

    8.2. Charter Assessment. The Committee shall annually review and assess the adequacy of this Charter and advise the Board of its assessment and of its recommendation for any changes to the Charter.

    8.3. Committee Self-Assessment. The Committee shall annually review and make a self-assessment of its performance and shall report the results of such self-assessment to the Board.

    8.4. Committee Report. The Committee shall prepare an annual report on executive compensation as required by the rules and regulations of the SEC and submit it to the Board for inclusion in the Company's Annual Report on Form 10-K.



     
    This Compensation Committee Charter (the "Charter") sets forth the purpose and membership requirements of the Compensation Committee (the "Committee") of the Board of Directors of Dave & Buster's, Inc. (the "Board") and establishes the authority and responsibilities delegated to it by the Board.

    Code of Business Ethics

    To deliver an unparalleled guest experience through the best combination of food, drinks and games in an ideal environment for celebrating all out fun.

    I. ETHICS AND COMPLIANCE

    Dave & Buster's, Inc. (the "Company") operates in accordance with the highest ethical standards and relevant laws. The Company places the highest value on the integrity of each of its employees, officers, directors and representatives. The Company's culture demands not only legal compliance, but also responsible and ethical behavior. Unless otherwise specifically noted, the policies outlined in this booklet apply across the Company, in all locations. While this booklet doesn't cover all Company policies or all laws, think of this Code as a baseline, or a minimum requirement, which must always be followed. The only time you can go below the baseline is if a law absolutely requires you to do so or if the Company's Chief Executive Officer has approved the exception in writing.

    Definitions

    The follow terms shall apply to all sections of the Code of Business Ethics.

    Management Member includes members of our Board of Directors, all WHQ employees, and all managerial level employees employed by the Company.

    Related Party includes the spouse, children, parents, siblings and other relatives of a Management Member and any business entity in which a Management Member has a 10% or more ownership interest.

    Person includes anyone acting alone and/or any partnership, association, joint venture, corporation or other business entity other than the Company.

    Supplier includes any person or entity that, directly or indirectly, sells or provides or may potentially sell or provide, merchandise, equipment, services or supplies to the Company; any actual or potential landlord, tenant or broker, or any person working on behalf of any such Supplier.

    Competitor includes any person or entity that engages or potentially may engage in the same or similar business in which the Company is engaged, or any person working on behalf of any such Competitor.

    Confidential Information includes, but is not limited to, sales data, earnings, pricing, training, future plans, customer lists, personnel matters, acquisition and divestiture matters, compensation, litigation, resources, merchandise information, recipes, manuals and procedures.

    II. CONFIDENTIAL INFORMATION

    The Company believes its Confidential Information is an important asset in the operation of its business and prohibits the unauthorized use or disclosure of this information. The Company also respects the property rights of other companies to their confidential information and requires its employees to fully comply with both the spirit and the letter of U.S. and foreign laws and regulations protecting such rights. The Company's success is dependent upon the strict adherence by employees to this policy and all applicable standards and procedures.

    Disclosure of Company's Confidential Information

    Open and effective dissemination of information is critical to our success. However, much of the information concerning the Company's business activities is confidential and proprietary. The disclosure of Confidential Information outside the Company would damage the Company's interests. To protect confidential information, it is Company policy that:

    Confidential Information should be disclosed internally only on a need-to-know basis.

    Confidential Information should be disclosed outside the Company only when required by law or when necessary to further the Company's business activities and in accordance with the Company's disclosure guidelines.

    Under no circumstances are employees to provide Confidential Information or Company documents to any third party, without express consent of the Legal Department. This includes but is not limited to any Confidential Company documents relating to customers, competitors or suppliers of the Company.

    Distribution of Financial Information

    Employees are not to disclose any form of consolidated and/or non-consolidated financial information that is not publicly available to any outside party (except as specifically noted below, under "Exceptions"). "Non-public" refers to the fact that the information is not made available to the general public such as on our Company website (www.daveandbusters.com) or in an official press release. "Consolidated financial information" refers to any information that relates to the financial condition and/or financial results of Dave & Buster's, Inc. and all of its subsidiaries combined. "Non-consolidated financial information" refers to any information that relates to the financial condition and/or financial results of a specific store, region or entity from among Dave & Buster's, Inc. and its subsidiaries.

    As a general rule, non-consolidated financial information such as store level, regional level or legal entity level information should not be given out unless the Company is contractually obligated to do so. Parties seeking publicly disclosed financial information (example: Annual Report on Form 10-K) should be referred to the Chief Financial Officer or General Counsel, the Company's internet site at www.daveandbusters.com or other sites that disseminate information filed with the Securities and Exchange Commission (the "SEC"). Please note that any financial information contained on the Company's intranet site represents non-publicly disclosed financial information and is therefore restricted and confidential.

    Employees should not receive or be given access to non-public consolidated and/or non-consolidated financial information unless the employee is specifically authorized by a Director or Vice President of Accounting or the Chief Financial Officer. Examples include but are not limited to any information contained within the Company's internal consolidated financial statements generated each fiscal period, Company-wide or regional fiscal year budgets, and Company-wide or regional forecasts.

    The unauthorized release of consolidated and/or non-consolidated financial information to outside parties could result in significant damage to the Company and various legal ramifications to the employee and the recipient of such information.

    Exceptions

    Lease Obligations

    The Company may enter into a lease agreement, which requires a particular store location to report sales figures to the landlord and/or property manager.

    Finance will maintain a list of store locations that have such lease agreement requirements and will also handle fulfilling these reporting requirements. Consequently, all requests for information due to a lease obligation should be referred to Finance. Any reports and other documentation provided are to include the standard disclaimer found below under the section entitled "Other Requests for Financial Information". Note that no other financial information should be reported except for what is specifically required in the lease.

    Credit References

    Vendors may request credit references as a condition of doing business with the Company. Such requests must be directed to Corporate Accounting. Corporate Accounting provides a Credit Reference letter. Only information contained within this letter should be provided to vendors.

    Other Requests for Financial Information

    There are instances in which it may be necessary for the Company to provide non-public consolidated and/or non-consolidated financial information to an outside party. When such instances arise, employees are to obtain written approval from the Chief Financial Officer or Controller. The employee submitting the request should describe:

    1. the specific financial and non-financial information to be released 2. the name of the entity or individuals who will receive the information 3. the intended use by the recipient 4. the reporting frequency (every period, every quarter, etc.)

    The Chief Financial Officer or Controller will send a reply in writing to approve or deny the request. If an employee's request is approved, he/she is responsible for including the standard disclaimer on the actual report or document that is sent to the requesting party. The standard disclaimer is provided below:

    This document contains proprietary and confidential material for the sole use of the intended recipient. Any review, use, distribution or disclosure by others without the permission of the sender is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender and return this document immediately to the sender.

    Approval need only be obtained once for recurring requests (i.e. requests that require periodic reporting) as long as the details of the request do not change. Should the request be modified significantly from the original request, then the employee must obtain approval according to the procedures previously outlined. If the outside party requests continuous or periodic access to non-publicly disclosed financial information for the purpose of selling the information to other parties or as a contracted service provided to the Company, the above approval procedure still applies with the added requirement that the outside party sign a confidentiality agreement.

    Patents, Copyrights, Trademarks and Proprietary Information

    Protection of the Company's intellectual property-including its patents, copyrights, trademarks, scientific and technical knowledge, know-how and the experience developed in the course of the Company's activities-is essential to maintaining the Company's competitive advantage. This information should be protected by all Company personnel and should not be disclosed to outsiders.

    Much of the information the Company develops in research, production, marketing, sales, legal and finance is original in nature and its protection is essential to our continued success. Such information should be safeguarded. Proprietary/confidential information and trade secrets may consist of any formula, recipe, pattern, device or compilation of information maintained in secrecy which is used in business, and which gives that business an opportunity to obtain an advantage over competitors who do not know about it or use it. This information should be protected by all Company employees and not disclosed to outsiders. Its loss through inadvertent or improper disclosure could be harmful to the Company.

    No Inadvertent Disclosures

    Employees should be especially mindful in the use of the telephone, fax, internet, telex, e-mail, and other electronic means of storing and transmitting information. Employees should take every practicable step to preserve the Company's Confidential information. For example, employees should:

    Not discuss material information in elevators, hallways, restrooms, restaurants, airplanes, taxicabs or any place where they can be overheard;

    Not read confidential documents in public places or discard them where they can be retrieved by others;

    Not leave confidential documents in unattended conference rooms;

    Not leave confidential documents behind when the conference is over.

    Competitive Information

    Collecting information on our competitors from legitimate sources to evaluate the relative merit of their products, services, and marketing methods is proper and often necessary. However, there are limits to the ways information should be acquired. Practices such as industrial espionage and stealing are obviously wrong. But so is seeking confidential information from a new employee who recently worked for a competitor, or misrepresenting your identity in the hopes of getting confidential information from a competitor. Any form of questionable intelligence gathering is strictly against Company policy.

    III. CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITY

    The Company's employees (and related parties of such employees) have an obligation to give their complete loyalty to the best interests of the Company. Employees should avoid any action, which may involve, or may appear to involve, a conflict of interest with the Company. Employees should not have any financial or other business relationships with suppliers, customers or competitors that might impair, or even appear to impair, the independence of any judgment they may need to make on behalf of the Company. By law, the Company may not make loans to or guarantee obligations on behalf of its officers or directors or any of their family members. Company loans to employees who are not officers or directors may be made only in strict compliance with the Company's written loan policies. Therefore, it is Company policy that unless a written waiver is granted (as explained below), employees may not:

    Perform services for or have a financial interest in a private company that is, or may become, a supplier, customer, or competitor of the Company.

    Perform services for or own more than 1% of the equity of a publicly traded company that is, or may become, a supplier, customer, or competitor of the Company.

    Perform outside work or otherwise engage in any outside activity or enterprise that may interfere in any way with job performance or create a conflict with the Company's best interests, including but not limited to a self-employment venture for profit and compensated and non-compensated activities that detract from an employee's ability to devote appropriate time and attention to his or her responsibilities with the Company.

    In addition, the Company's employees may not acquire any interest in outside entities, properties or assets in which the Company has an interest or potential interest. This includes stock in businesses being considered for acquisition, or real estate at or near possible new or expanded Company facilities.

    Employees are under a continuing obligation to disclose to their supervisors any situation that presents the possibility of a conflict or disparity of interest between the employee and the Company. An employee's conflict of interest may only be waived if both the Legal Department and the employee's supervisor waive the conflict in writing. An officer's conflict of interest may only be waived if the Audit Committee approves the waiver. Disclosure of any potential conflict is the key to remaining in full compliance with this policy.

    IV. CUSTOMER, SUPPLIER AND COMPETITOR RELATIONS

    Respect Towards Others and D&B

    No Management Member shall discriminate against or harass any Company employee, Guest or Supplier based upon that person's race, age sex, religion, disability, sexual orientation, gender identity or any other legally protected category. Any Management Member who believes they or anyone else has been discriminated against or harassed, shall utilize the reporting procedure as outlined in this Code of Business Ethics and in the Company's policy manuals regarding discrimination and harassment. All Management Members shall support and respect the Company to the best of their ability. Respect for the Company is demonstrated not only by maintaining the physical plant and the contents of each Company facility, but by respecting employees, Suppliers and Guests. Management Members must always treat Guests, fellow managers and other employees in a professional manner, without regard to cultural, political, physical, personal or other differences. The Company, its employees, and representatives will treat customers, business allies and suppliers fairly.

    Discounts and Merchandise

    No Management Member or Related Party shall purchase or receive from the Company, or any Supplier, any merchandise for the purpose of selling or trading it to someone else. No Management Member or Related Party shall solicit, purchase or accept any merchandise sold by or through a Supplier at a price less than the Company pays or would pay for such merchandise. No Management Member or Related Party shall solicit, purchase or accept "free," "sale," defective," or "test" merchandise from a Supplier for personal or family use or testing, without prior written approval of the Company.

    Gifts, Payments, Etc.

    No Management Member or Related Party shall solicit or accept from any Supplier or Competitor for the Company:

    A gift or transfer of cash stock, note, bond, credit, gift certificate or any other intangible item of any amount; a gift or transfer or a tangible item (such as an object of art, bullion, jewelry, household goods, computer equipment, computer software, or other physical object with a retail value of greater than $50.00.) Gifts of advertising novelties for office use at the Company bearing the name or logo of the giver, such as a calendar, writing instrument or similar object or wearing apparel bearing the name or logo of the giver are specifically permitted. Each prohibited item shall be promptly returned to the Supplier or Competitor from which the Management Member or Related Party received it. However, with respect to prohibited items which are gifts for birthdays, anniversaries, graduations, weddings, bar mitzvahs and other celebrations, after the Management Member or Related Party has promptly reported each such prohibited item to D&B in writing as herein required, then the Company may, depending on reciprocity and reasonableness, determine in its discretion the appropriateness of such gift and shall notify the recipient in writing as to the disposition or retention of the gift.

    Any trip, vacation, or the use of any vehicle or living quarters (such as an apartment or condominium) or recreational facility or equipment.

    Any loan, except from a government regulated lending institution, or any guaranty of a Management Member or Related Party's obligation, or

    Any meal, entertainment, or admission ticket, except on an occasional and reasonable basis when occurring in the course of the transaction of business with a Supplier or potential Supplier, provided the Supplier or potential Supplier is also present. In all such cases prior notification of such meal, entertainment, or admission tickets should be given to the employee's department head (Vice President level or above).

    Any awards, conventions, travel or accommodations given by a Supplier to a Management Member or Related Party for meeting incentive quotas, by selection or by random drawings, shall be the property of the Company and shall be promptly reported in writing to the Management Member's department head (Vice President level or above) and either the Vice President of Human Resources or General Counsel.

    No Management Member or Related Party shall make or offer on behalf of the Company or in connection with Company business any payoffs, kickbacks, commercial or other bribes or any illegal or improper payment, gifts or benefits.

    No Management Member or Related Party shall make any political contributions on behalf of the Company.

    Government Representatives

    What is acceptable practice in the commercial business environment may be against the law or the policies of federal, state or local governments. Therefore, no gifts or business entertainment of any kind may be given to any government employee without the prior approval of the Legal Department, except for items of nominal value (i.e., pens, coffee mugs, etc.).

    In addition, the Company or anyone acting on behalf of the Company is prohibited from making a payment or giving a gift to a non-U.S. government official for purposes of obtaining or retaining business. However, in a number of countries, tips and gratuities of a minor nature are customarily required by lower level governmental representatives performing ministerial or clerical duties to secure the timely and efficient execution of their responsibilities (e.g., customs clearances, visa applications, and installation of telephones). If you encounter a situation where an expediting or facilitating payment is requested in order to expedite or advance a routine performance of legitimate duties, then you need to contact the Legal Department for its analysis.

    Third Party Agents

    The Company's business may involve the use of agents, consultants, brokers or representatives in connection with its dealing with governmental entities, departments, officials and employees. Such arrangements may not be employed to do anything prohibited by this Policy. The commissions or fees payable to such a third party must be reasonable in amount for the services rendered in accordance with local business practices.

    Compliance with Laws

    All the Company employees are expected to comply with both the letter and spirit of applicable federal, state, local and foreign laws including antitrust and trade regulations laws, environmental laws, securities laws, franchise laws, liquor laws, employment laws, product safety laws, advertising laws, etc. It is the personal responsibility of each Management Member to be sufficiently knowledgeable of, and adhere to the standards and restrictions imposed by, all applicable laws, rules and regulations.

    Agreements with Competitors

    Formal or informal agreements with competitors that seek to limit or restrict competition in some way are often illegal. Unlawful agreements include those which seek to fix or control prices; allocate products, markets or territories; or boycott certain customers or suppliers. To ensure compliance with antitrust law, discussions with competitors regarding any of these potential agreements is a violation of Company policy and will subject the employee to disciplinary action as well as the potential for criminal prosecution.

    Trade Association Activity

    Contact with competitors at trade shows or trade association meetings is unavoidable. However, these contacts are not immune from antitrust law. Consequently, contact with competitors necessitated by these meetings should be as limited as possible and kept strictly to the subjects on the agenda for the meeting. In addition, employee participants in trade associations should consult with the Legal Department regarding any proposed association activity that would have a potential effect on competition, such as the development of product standards or industry code of practice.

    V. BUSINESS CONDUCT

    Fraternization

    Non WHQ Management Members

    Fraternization between managerial employees and staff outside the workplace is prohibited.

    Examples of such prohibited fraternization include, but are not limited to, dating, co-habitation, playing golf, attending employee parties, and meeting employees after work for cocktails and/or dinner.

    WHQ Management Members
    Although fraternization between WHQ Management Members is permitted, D&B discourages employees from becoming romantically involved with one another. All WHQ Management Members should be aware that serious risk and consequences can develop as a result of the effect of a romantic relationship on business matters. D&B may intervene by discussing the issues with affected employees or taking other actions when, in D&B's opinion, it is necessary to do so to maintain the integrity of its business. D&B specifically prohibits supervisors from becoming romantically involved with subordinates. If a supervisor and subordinate are having a romantic relationship, it is the responsibility of the senior-ranking employee to disclose the relationship to the Vice President of Human Resources or General Counsel or be in violation of this policy.

    D&B reserves the right to transfer one or both of the individuals involved in a romantic relationship. D&B reserves the right to separate two employees who are romantically involved while using reasonable efforts to avoid hurting the career of either one. In all such cases, the business needs of D&B will be the determining factor.

    Drugs and Alcohol

    Management Members are prohibited from using, selling, possessing, distributing, dispensing, transferring, purchasing, or being under the influence of alcohol, drugs (other than prescription drugs used in accordance with a doctor's instructions) or controlled substances or engaging in alcohol or drug related activities while on duty, or reporting to work or performing any work for D&B while under the influence of alcohol, drugs, or controlled substances.

    Unless prohibited by store management, a non-WHQ Management Member may consume alcohol on the store premises after a work shift. In no event may a non-WHQ Management Member consume alcohol on the store premises after the closing hours of the business. Unless specifically part of an employee's job responsibilities (e.g., wine tasting), alcohol shall not be consumed during a shift or while at work.

    Dress

    All Management Members shall dress in conservative business attire in order to promote an image of professionalism.

    Men shall wear sensible solid, striped or patterned dress shirts (no dark or black); sensible slacks; and tasteful ties that do not push the edge of the fashion envelope.

    Women shall wear conservative blouses, dresses, suits, slacks, skirts and sensible shoes.

    On Fridays, and other days as announced, employees at WHQ may wear "business casual" attire.

    VI. INSIDER TRADING

    In the course of employment at the Company, employees may come into possession of confidential and highly sensitive information. This information may concern the Company, its customers or other corporations with which the Company may have contractual relationships or with which we may be negotiating transactions. Much of this information has a potential for affecting the market price of securities issued by the Company or the other corporation(s) involved. Such information is "material non-public information." To avoid even the appearance of insider trading, employees are prohibited from investing in the company's publicly traded debt.

    Tipping

    If an employee's family or friends ask for advice about buying or selling Company debt, the employee should not provide it. Federal law and Company policy also prohibit the employee from "tipping" family or friends regarding material, non-public information that the employee learns about the Company or any other publicly traded company in the course of employment. The same penalties apply, regardless of whether the employee derives any benefit from the trade. The SEC vigorously prosecutes insider-trading violations by institutions and individuals even for violations resulting in relatively small profits.

    VII. DOCUMENT RETENTION POLICY

    Company records must be maintained, stored and destroyed only in accordance with the Company's Document Retention Policy.

    VIII. RECORDING TRANSACTIONS

    All Company records must be completed accurately and fully. No false, misleading or artificial entries may be made on any records, reports or documents of the Company, including, but not limited to accounting records, expense reports, time records, payroll records, and performance records.

    Detailed books, records and accounts accurately reflecting corporate payments and transactions must be kept by the Company. The Company has in place internal and external controls to ensure proper management and oversight over the Company's assets. All employees must cooperate in providing information to internal and external auditors if requested to do so.

    No payment may be made on behalf of the Company for any purpose other than that set forth in the documents supporting the payment. Transactions must be properly authorized and recorded on a timely basis in order to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability of assets. No funds or assets may be maintained by the Company for any illegal or improper purposes.

    IX. USE OF COMPANY ASSETS

    The Company's assets are to be used only for the legitimate business purposes of the Company and its subsidiaries and only by authorized employees or their designees. This includes both tangible and intangible assets. The use of Company time, materials, assets or facilities for purposes not directly related to the Company's business, or the removal or borrowing of Company property without permission, is prohibited. Use and maintain the Company's assets with care and respect, while guarding against waste and abuse.

    Some examples of tangible assets include:

    Office equipment such as phones, copiers, computers, furniture, supplies and production equipment

    Tools

    Inventory

    Cash

    Claims, Records, Accounting, and Misappropriation

    Expense accounts and other data submitted by an employee to the Company are to be accurate and factual. An employee shall not misappropriate any funds or other property of the Company or use any property of the Company for personal purposes without permission.

    Any employee coming into contact with unaccounted for cash must promptly record and help account for these receipts, which shall be accomplished by:

    Placing the unaccounted for cash in a sealed envelope and by making all appropriate notations requested on the checkout form, or

    Placing the unaccounted for cash in a sealed envelope and by making notations on the envelope concerning the amount of money contained in the envelope, the location where the money was found or believed to be from, recording this information in the manager's Redbook and by locking the money in the deposit safe.

    Chips, tokens, coupons, merchandise, power cards, vouchers, etc. represent cash values and should be treated accordingly. These items are property of the Company and are not to be used for any other purpose than store operations.

    Electronic Communications

    The Company's electronic mail (e-mail) system should be restricted primarily to Company business. Highly confidential information should be handled appropriately. The Company reserves the right at any time to monitor and inspect, without notice, all electronic communications data and information transmitted on the network and electronic files located on personal computers owned by the Company or computers on the premises used in Company business. The use of the Company's internet services should be restricted primarily to Company business.

    Third Party Software

    Third Party Software is provided as a productivity tool for employees to perform their job functions. Please note that, just because third party product or utility software is located on a corporate utility server, it does not necessarily mean that it is licensed for use as a standalone software product. "Software" includes programs, routines, and procedures that cause a computer system to perform a predetermined function or functions, as well as the supporting documentation. Employees and Company representatives have an obligation to protect and manage our software. Software must be identified, accounted for, controlled, documented, priced, and classified for security purposes by the IT Department that develops or acquires the software. All software use must be in compliance with applicable laws and contractual obligations assumed by the Company, including copyright laws and necessary licensing. No Company employee, officer or director may use unlicensed software or create or use unauthorized copies of software. Employees may be liable as individuals for illegal software use.

    Internal Software Development

    To the extent permitted under applicable law, employees, contractors and temporary employees shall assign to the Company any invention, work of authorship, composition or other form of intellectual property created during the period of employment.

    X. DISCLOSURE POLICY

    The Company recognizes its responsibility to make prompt disclosure to the public through the news media of any material information that would reasonably be expected to affect the value of its securities or influence investors' decisions. This responsibility is in compliance with regulations set by the Securities and Exchange Commission (SEC). It is the Company's intention to meet its obligations for fair disclosure. Additionally, the Company believes that an informed marketplace provides the best environment to sustain a fair market value of its securities. To that end, the Company has adopted the following disclosure guidelines for the routine dissemination of information to the public.

    Material Information

    The Disclosure Committee will be responsible for determining the materiality of all information and the propriety, timing and method of any public disclosure. No material information will be disclosed to any person outside the Company (other than on a confidential basis as approved by the Disclosure Committee) before it is disseminated to the public.

    Information is deemed to be material if it would reasonably be expected to affect the price of the Company's stock or influence investor decisions. Material information may include, but is not limited to, the following:

    a merger, acquisition or joint venture;

    earnings and dividends of an unusual nature;

    the acquisition or loss of a significant contract;

    a significant new product or discovery;

    a change in control or a significant change in management;

    a call of securities for redemption;

    the public or private sale of a significant amount of additional securities;

    the purchase or sale of a significant asset;

    a significant labor dispute;

    a tender offer for another issuer's securities; and

    an event requiring the filing of a current report under the Securities Exchange Act of 1934.

    The Disclosure Committee will evaluate ongoing business events to determine materiality and the need for additional public disclosure.

    Public Dissemination

    Under normal circumstances, material information will be promptly disseminated to the public through the issuance of a press release to the public news wires and the posting of such information on the Company's website.

    When the Company has been notified by the news wire service that the release has been "cleared" and is therefore available to the general public, the news release will then be distributed through additional channels as deemed appropriate by the Company. This may include, but is not limited to: (a) making general company announcements concerning the news; (b) sending a copy of the news release by fax to interested individuals; and (c) distributing copies of the news release by mail or other means.

    Additionally, the Company may at its discretion hold teleconferences with analysts, investors and interested individuals to be sure that the information has been properly disseminated and understood.

    All Company employees not directly associated with the announcement will be informed of the news only after it has been made public through the news wires. This is to protect the employee and the Company from any insider-trading implications and to help prevent any untimely disclosure of sensitive news.

    The CEO, CFO, CSO, General Counsel will coordinate and approve the contents of the news release and will be responsible for individual contacts with the shareholders, media, and analysts as required. The Company will follow a pattern of equitable practices with analysts, shareholders, media and other interested parties and will avoid the selective release of material information.

    Corrections and Responses to Rumors

    The Disclosure Committee will consider whether prior public statements have become misleading due to subsequent events and, if so, take the appropriate corrective action. The Disclosure Committee will similarly consider the necessity or advisability of public announcements, curative statements or other corrective actions in the event the Company's publicly traded debt experiences unusual market activity, rumors or unusual market activity indicate that information on impending developments has become known to the investing public, or false or inaccurate rumors have had or are likely to have an effect on trading in or investment decisions concerning the debt.

    Investor Inquiries

    All investors, regardless of the size of their holdings, are entitled to the same information and equal treatment. Information will consist of (a) material information which has been previously disclosed and (b) non-material information dealing with the Company's business and general marketplace conditions. Such inquiries may be in the form of telephone or teleconference communication, email correspondence, fax transmissions, mail or personal meeting.

    Communicating with Analysts

    The Company feels that third-party analysis of the Company and its business outlook provides a valuable service for the investment community. The Company encourages analyst coverage. The CEO, CFO, CSO, General Counsel, or other person designated by the Disclosure Committee will respond to inquiries from analysts concerning general business and market conditions, effects of economic or legislative developments, and other factors concerning its general business outlook.

    If asked to review drafts of an analyst's report, the designated person may respond in writing in order to correct any misleading statements in those reports as to why the report is incorrect or may be misleading, but will not comment or become entwined in the analyst's forecasts or projections. All Company employees will avoid discussing any material, non-public information. Company employees will not endorse or approve any analyst's report, and analysts' reports will not be distributed outside the Company.

    Other Public Statements

    Speaking engagements and interviews. The Company may employ highly regarded professionals who are sought for public speaking engagements or media interviews. The Company is aware of the prestige these professionals bring to the Company through this public exposure, and when practicable, encourages their participation in these events. The employee is individually responsible for the content of the public presentation or interview. Details pertaining to the Company business are limited to non-material, or previously disclosed material information. If any doubt exists for the employee on portions of the presentation or interview, a discussion should be held with the CFO concerning what has been publicly disseminated. If, after the presentation or interview the employee feels that inappropriate information may have been provided, the CFO and General Counsel should be notified immediately in order for the Disclosure Committee to determine if a curative news release should be made.

    Surveys and written requests for information. Employees completing surveys and other written requests for information will only provide information that has been made public through SEC filings (Forms 10-K, 10-Q, etc.), news releases, or other publicly filed documents. To discuss specific questions or to obtain copies of the SEC documents, contact the Investor Relations office.

    Unusual Circumstances and Modifications

    The foregoing guidelines are intended to provide direction for the public dissemination of information under normal circumstances. However, unusual circumstances may develop under which the Disclosure Committee or the Board of Directors determine that an alternative approach is necessary or advisable. Therefore, these guidelines may be modified or waived by the Disclosure Committee or the Board of Directors where they deem appropriate in the best interest of the Company and its stockholders. Further, these guidelines are intended to comply with the rules, regulations and interpretations of the SEC, and may be revised or modified as necessary to fully comport with such rules, regulations and interpretations or any amendments thereto.

    XI. VIOLATIONS OF COMPANY POLICIES

    Violations of this Policy may result in disciplinary actions, up to and including termination, as well as other action. Nothing herein is to be construed as a contract of employment. All employment with the Company is at will.

    There are no easy answers to many ethical issues we face in our daily business activities. In some cases the right thing to do will be obvious, but in other more complex situations, it may be difficult for an employee to decide what to do. When an employee is faced with a tough ethical decision or whenever they have any doubts as to the right thing to do, they should talk to someone else such as their supervisor, another manager, the Vice President of Human Resources or the General Counsel. It is the duty of each Management Member who learns of any violation of these rules to report such facts to the Vice President of Human Resources or General Counsel. The Company has also established a system for reporting violations of this Code of Business Ethics, including any complaints regarding accounting, internal controls or auditing matters, as well as any suspected misconduct by any employee or representative of the Company. This may be done anonymously through our Compliance Hot Line at (888) 400-4445 or in writing to:
    General Counsel
    Dave & Buster's, Inc.
    2481 Manana Drive
    Dallas, Texas 75220
    Personal and Confidential

    The Company will not permit any form of retribution against any person, who, in good faith, reports known or suspected violations of Company policy. It is a violation of this Code for anyone to be discriminated against or harassed for contacting the Company's Hot Line, his or her supervisor, upper management or the Legal Department with a good faith report of a suspected violation of law or policy. If you feel that you are being retaliated against in violation of this policy, please follow the procedures for reporting violations.

    XII. AMENDMENTS AND WAIVERS

    Amendments may be made to these policies by the Company from time to time, in its sole discretion. Any waiver of this Code of Business Ethics may be made only if both the employee's supervisor and the Vice President of Human Resources or General Counsel waive the conflict in writing. Any waiver of this Code of Business Ethics for an officer may be made only by the Audit Committee.

    Our Values

    At Dave and Buster's, we believe these seven core values provide the foundation for our success:

    People are our greatest strength. We hire the best talent. We train, motivate and empower them in an environment where everyone has the opportunity to flourish. We unleash their potential and recognize and reward their contributions.

    Respect and Caring for our guests and each other, as people diverse in background and perspective, as a team and as members of the communities we serve.

    Honesty and Integrity. We will conduct ourselves in an open, honest and fair manner building trust in all of our working relationships.

    Teamwork. We believe the team is stronger than the individual. We build on each other's ideas and talents because we know that together we make better decisions and experience more success.

    Service is our passion. We go above and beyond to create loyalty one guest at a time.

    Excellence. An unwavering commitment to quality and innovation. We constantly raise the bar in all that we do to sustain our competitive advantage.

    Fun is essential to our success. For our guests and for ourselves.



     
    All employees of Dave & Buster's are encouraged to report either orally or in writing to their immediate supervisor, or alternate line of authority as hereinafter described, all evidence of activity by a Dave & Buster's department or employee that may constitute:
    • Corporate fraud;
    • Unethical business conduct;
    • A violation of local, state, or federal law; or
    • Substantial and specific danger to the employee's or public's health and safety.
    Any Dave & Buster's employee who in good faith reports such incidents as described above will be protected from threats of retaliation, discharge, or other types of discrimination including but not limited to compensation or terms and conditions of employment that are directly related to the disclosure of such reports. In addition, no employee may be adversely affected because the employee refused to carry out a directive which, in fact, constitutes corporate fraud or is a violation of local, state, or federal law.

    Any employee who wants to report alleged improper activity as described above should contact his or her immediate supervisor, or the supervisor's manager. In instances where the employee is not satisfied with the supervisor or manager's response, or is uncomfortable for any reason addressing such concerns to his or her supervisor or the manager of such supervisor, the employee may contact the General Counsel. If the employee is uncomfortable for any reason contacting the General Counsel, the employee may contact a member of the Board of Directors. Alternatively, the employee may utilize an anonymous hotline and/or website established by Dave & Buster's to collect such information. The hotline may be reached, 24 hours a day, by dialing 1-888-400-4445. The website is accessible by logging onto http://daveandbusters.silentwhistle.com. The employee is encouraged to provide as much specific information as possible including names, dates, places, and events that took place, the employee's perception of why the incident(s) may be a violation, and what action the employee recommends be taken. Anonymous written or telephonic communications will be accepted. Each employee who chooses to identify him or herself will receive a reply to his or her report within twenty (20) business days or as soon as practicable thereafter.

    CONTACTS

    General Counsel

    Jay L. Tobin

    Dave & Buster's, Inc.

    2481 Manana Drive

    Dallas, Texas 75220

    214-904-2554
    Board of Directors

    Kevin Mailender

    Oak Hill Capital Partners

    65 East 55th Street, 32nd Floor

    New York, NY 10022

    212-527-8496


    The General Counsel will maintain a log of all reports, tracking their receipt, investigation and resolution and shall prepare a periodic summary report for the Audit Committee. Complaints determined by the General Counsel to be material in nature will be reported to the Chair of the Audit Committee immediately.

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