CEC ENTERTAINMENT, INC.
Private Placement Agreement
CEC Entertainment, Inc.
4441 W. Airport Freeway
Irving, Texas 75062
This agreement has been executed by the undersigned (any reference to “I” or “me” or “my” is a reference to the
undersigned) in connection with the issuance to me by the Company in a private placement of shares (the “Shares”) of common
stock, par value $0.10 per share (the “Common Stock”), of CEC Entertainment, Inc. (the “Company”). I hereby represent, warrant
and agree as follows:
1. Grant of Shares Under the Non-Employee Directors Restricted Stock Plan. The Company has, pursuant to (1) the
Restricted Stock Agreement, of even date herewith (“Restricted Stock Agreement”), and (2) the provisions of the CEC
Entertainment, Inc. Non-Employee Directors Restricted Stock Plan, as amended from time to time in accordance with its terms
(the “Plan”), granted to me a restricted stock award of shares (the “Shares”) of Common Stock, effective as of the date of grant
as set forth in the Restricted Stock Agreement, upon and subject to the terms and conditions set forth in this Agreement, and in
the Restricted Stock Agreement and the Plan, which are incorporated herein by reference. Unless otherwise defined in this
Agreement, capitalized terms used in this Agreement shall have the meaning assigned to them in the Plan.
2. Access to Information. I am acquiring the Shares after what I deem to be adequate investigation of the business and
prospects of the Company by me. I have been furnished with any materials relating to the business and operation of the
Company that have been requested by me, and I have been given an opportunity to make any further inquiries desired of the
management and any other personnel of the Company.
3. Representations .
(a) I have been advised that the Shares are not being registered under the Securities Act of 1933, as amended (the
“Act”), on the basis of an exemption from registration under the Act, and on the represe