0001193125-08-149865 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 11th, 2008 • Dave & Buster's Holdings, Inc. • Texas

This Amended and Restated Employment Agreement (the “Agreement”) is entered into on the 7th day of May, 2008 (the “Effective Date”), between Dave & Buster’s Management Corporation, Inc., a Delaware corporation (“D&B Management”), Dave & Buster’s, Inc., a Missouri corporation (“D&B”), and Jay L. Tobin (the “Employee”). D&B Management and D&B are collectively referred to herein as the “Company”.

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WS MIDWAY HOLDINGS, INC. STOCK OPTION PLAN STOCK OPTION AGREEMENT (SERIES B OPTION/PERFORMANCE-BASED VESTING)
Stock Option Agreement • July 11th, 2008 • Dave & Buster's Holdings, Inc. • Texas

Unless otherwise defined in this Stock Option Agreement (this “Stock Option Agreement”), the capitalized terms herein shall have the same meaning as defined in the Plan (defined below).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 11th, 2008 • Dave & Buster's Holdings, Inc. • Delaware

This REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of March 8, 2006, is by and among WS Midway Holdings, Inc., a Delaware corporation (the “Company”), Wellspring Capital Partners III, L.P., a Delaware limited partnership (“Wellspring III”), and HBK Main Street Investments L.P., a Delaware limited partnership (“HBK Investments”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of December 8, 2005 (the “Merger Agreement”), by and among the Company, WS Midway Acquisition Sub, Inc., a Missouri corporation (“Merger Sub”), and Dave & Buster’s, Inc., a Missouri corporation (“D&B”).

WS MIDWAY HOLDINGS, INC. STOCK OPTION PLAN STOCK OPTION AGREEMENT (SERIES A OPTION/TIME-BASED VESTING)
Stock Option Agreement • July 11th, 2008 • Dave & Buster's Holdings, Inc. • Texas

Unless otherwise defined in this Stock Option Agreement (this “Stock Option Agreement”), the capitalized terms herein shall have the same meaning as defined in the Plan (defined below).

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