Complaint And Reporting Procedures

CEC Entertainment, Inc. (the “Company”) has adopted the following Complaint and Reporting Procedures for Accounting and Auditing Matters (the “Program”). The Program may be updated from time to time and may be accessed through the Company’s website at www.chuckecheese.com.

Pursuant to the Program, any employee of the Company may submit a good faith complaint, report or concern regarding accounting or auditing matters relating to the Company or violations of the Company’s policies to the management of the Company without fear of dismissal or retaliation of any kind. The Company is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. The Company’s Audit Committee will oversee the Program with assistance from the Company’s Disclosure Committee.

The Program consists of the following procedures relating to (a) the confidential, anonymous submission of complaints, reports and concerns regarding accounting, internal accounting controls or auditing matters (“Accounting Matters”) and regarding violations and potential violations of applicable laws, rules and regulations or of the Company’s codes, policies and procedures (“Compliance Matters”) and (b) the retention, investigation and treatment of complaints, reports and concerns regarding Accounting Matters and Compliance Matters.

Avenues for Reporting

Any employee of the Company with concerns regarding Accounting Matters or Compliance Matters may report his or her concerns on a confidential or anonymous basis by:

1. Calling the independent, toll-free telephone number established by the Company for that purpose (the “Reporting Line”). The Program and the telephone number of the Reporting Line are posted on the Company’s website and in the Company’s respective employee handbooks. The Reporting Line will be operated by a third party provider that will transcribe all phone calls and forward the transcription to the internal audit department to help ensure anonymity of the callers.
   
   
2. Sending a fax or an email to the fax number and email address posted on the Company’s website. It should be noted that these will not be monitored by a third party provider, but rather, they will be monitored by the internal audit department.

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Scope of Matters Covered by the Program

The Program relates to complaints, reports and concerns about questionable Accounting Matters, including:

1. fraud or error in the preparation, evaluation, review or audit of any financial statement of the Company;
   
   
2. fraud or error in the recording and maintaining of financial records of the Company;
   
   
3. deficiencies in or noncompliance with the Company’s internal accounting controls;
   
   
4. misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports (including discussions in quarterly and annual reports filed with the Securities and Exchange Commission) or audit reports of the Company; and
   
   
5. deviation from full and fair reporting of the Company’s financial condition.

The Program also relates to reports of violations or potential violations of Compliance Matters, including violations or potential violations of:

1. applicable laws, rules and regulations;
   
   
2. listing standards of the New York Stock Exchange; and
   
   
3. any other code, policy or procedure established by the Company.

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Treatment of Complaints and Reports

The Company has retained a third party provider to accept, verify, transcribe and log all calls received on the Reporting Line. Upon receipt of a call, the third party provider will notify the Company’s internal audit department, which will log the call, assess the impact of the call, evaluate how critical the matters in the call are and advise the senior management, the Disclosure Committee and/or the Audit Committee of the call as appropriate based on the nature and impact of the matters in the call.

Allegations that the internal audit department determines to be non-critical will be handled by the Company’s senior management via existing processes. If the internal audit department determines that an allegation is critical, the internal audit department will notify senior management, the Disclosure Committee and/or the Audit Committee as appropriate based on the nature of the allegation. Senior management, the Disclosure Committee and the Audit Committee each have a responsibility to ensure the timely and proper resolution of the allegations. The internal audit department will investigate critical allegations immediately and prepare a summary report and discuss the report with the Disclosure Committee and the Audit Committee. Notwithstanding the foregoing, any complaint or report relating to the following Accounting Matters or Compliance Matters shall be directed also to the Audit Committee: (a) matters involving or having a potential impact on the financial condition of the Company of $5,000 or more; (b) allegations that re-occur sufficiently to suggest a pattern; (c) allegations of financial impropriety; and (d) allegations of a deviation from full and fair reporting of the Company’s financial condition.

Calls relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by the internal audit department or such other persons as the Audit Committee determines to be appropriate. Calls relating to Compliance Matters will be reviewed under Audit Committee direction and oversight by the Companys legal department or human resources department, as appropriate. Confidentiality with respect to all complaints, reports and concerns will be maintained by the third party provider, the Company, the Disclosure Committee, the Audit Committee and any other persons involved in the process to the fullest extent possible, consistent with the need to conduct an adequate review.

Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee, the Board of Directors or the non-management directors, as applicable.

The Company will not take any adverse action against anyone as a result of their good faith complaint, report or concern pursuant to these procedures and will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions taken by the employee with respect to good faith reporting of complaints, concerns or other matters regarding the Company or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.

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Reporting and Retention of Complaints and Investigations

The Company’s internal audit department will maintain a log of all calls on the Reporting Line, assign a case number to every allegation to aid in tracking their receipt, investigation and resolution and will prepare a periodic summary report for the Audit Committee and the Disclosure Committee. Any documents and other records received by the internal audit department will be retained or discarded in accordance with the Company’s record retention policies and all applicable laws and regulations.

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Manager

The Audit Committee has appointed the head of internal audit as the manager of the Program (the “Program Manager”) who will be responsible for, among other things, overseeing the implementation of and compliance with these procedures. The Program Manager will also be responsible for presenting summary reports for critical allegation investigations to the Disclosure Committee and the Audit Committee and for maintaining appropriate statistics to assist the Audit Committee in evaluating the Program, addressing common issues and addressing concerns at specific locations. The Program Manager will also meet periodically with the Disclosure Committee to report on disclosures made to the Program Manager and provide feedback on performance statistics.

The Audit Committee will take steps to ensure that the Program Manager has sufficient independence and a reasonable budget so the Program can be conducted without interference.

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Amendments

The Audit Committee may amend these procedures at any time, consistent with requirements of applicable laws, rules and regulations.

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