EXECUTION COPY AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 4th, 2002 • D&b Acquisition Sub Inc • Retail-eating places • New York
JOINT FILING AGREEMENTJoint Filing Agreement • July 22nd, 2002 • D&b Acquisition Sub Inc • Retail-eating places
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
EXHIBIT (d)(2) SUPPORT AND EXCHANGE AGREEMENT THIS SUPPORT AND EXCHANGE AGREEMENT, dated as of May 30, 2002 (this "Agreement"), is by and among D&B Holdings I, Inc., a Delaware corporation ("Parent"), D&B Acquisition Sub, Inc., a Delaware corporation...Support and Exchange Agreement • June 4th, 2002 • D&b Acquisition Sub Inc • Retail-eating places • Delaware
Exhibit (d)(5) CONFIDENTIALITY AGREEMENT This CONFIDENTIALITY AGREEMENT, dated as of March 26, 2002 (this "Agreement"), is by and between Dave & Buster's, Inc., a Missouri corporation (the "Company"), and Investcorp International Inc.("Recipient")....Confidentiality Agreement • June 4th, 2002 • D&b Acquisition Sub Inc • Retail-eating places • Texas
D&B ACQUISITION SUB, INC. D& B HOLDINGS I, INC. c/o Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 July 11, 2002D&b Acquisition Sub Inc • July 22nd, 2002 • Retail-eating places
Renaissance Capital Growth & Income Fund III, Inc. Renaissance US Growth & Income Trust PLC BFSUS Special Opportunities Trust PLC c/o Renaissance Capital Group, Inc. 8080 N. Central Expressway, Suite 210 Dallas, Texas 75206D&b Acquisition Sub Inc • July 22nd, 2002 • Retail-eating places
This letter sets forth our agreement that, for the purpose of inducing you to enter into Amendment No. 1 to the Merger Agreement (as defined below), Renaissance Capital Growth & Income Fund III, Inc., Renaissance US Growth & Income Trust PLC and BFSUS Special Opportunities Trust PLC (the "Renaissance Funds") will vote in favor of the Agreement and Plan of Merger as amended (the "Merger Agreement") among D&B Acquisition Sub, Inc. ("Purchaser"), D&B Holdings I, Inc. and Dave & Buster's, Inc. (the "Company") at a meeting of stockholders of the Company called for that purpose, pursuant to which Purchaser will agree to merge with and into the Company and pay to holders of shares of Common Stock, par value $.01 per share, of the Company (the "Common Stock"), $13.50 cash per share of Common Stock, and the Renaissance Funds will not sell or transfer their shares prior to the record date for such meeting, provided, that in the event that a tender offer or exchange offer for the Common Stock is
INVESTCORP BANK E.C.D&b Acquisition Sub Inc • June 4th, 2002 • Retail-eating places
The undersigned, INVESTCORP BANK E.C. ("Investcorp"), hereby guarantees that D&B Acquisition Sub, Inc. ("Purchaser") and D&B Holdings I, Inc. ("Parent") will each perform its obligations under the Agreement and Plan of Merger dated as of May 30, 2002 by and among Purchaser, Parent and Dave & Buster's Inc. (the "Company") (the "Agreement"); provided, however, that this guarantee shall terminate immediately following the Effective Time of the Merger. The undersigned hereby represents and warrants to the Company that (i) it has full corporate power and authority to execute and deliver this agreement and perform its obligations hereunder, (ii) it has taken all actions necessary to authorize the execution, delivery and performance of this agreement by it, (iii) such execution, delivery and performance do not conflict with, violate or otherwise result in a default under its Certificate of Incorporation, By-laws or other organizational documents and (iv) this agreement is the legal, valid and
D&B ACQUISITION SUB, INC. D& B HOLDINGS I, INC. c/o Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 July 11, 2002D&b Acquisition Sub Inc • July 22nd, 2002 • Retail-eating places
October 28, 2002 Dave & Buster's, Inc. 2481 Manana Drive Dallas, Texas 75220 Attention: Dave Corriveau Dear Sir or Madam: Reference is made to that certain Agreement and Plan of Merger (the "Agreement"), dated as of May 30, 2002, between D&B Holdings...D&b Acquisition Sub Inc • October 29th, 2002 • Retail-eating places
Reference is made to that certain Agreement and Plan of Merger (the "Agreement"), dated as of May 30, 2002, between D&B Holdings I, Inc., a Delaware corporation ("Parent"), D&B Acquisition Sub, Inc., a Missouri corporation ("Purchaser"), and Dave & Buster's Inc., a Missouri corporation (the "Company"), as such Agreement shall have been amended from time to time.
D&B ACQUISITION SUB, INC. D& B HOLDINGS I, INC. c/o Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 July 11, 2002D&b Acquisition Sub Inc • July 22nd, 2002 • Retail-eating places
