EXECUTION COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • June 4th, 2002 • D&b Acquisition Sub Inc • Retail-eating places • New York
INVESTCORP BANK E.C.Guarantee Agreement • June 4th, 2002 • D&b Acquisition Sub Inc • 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
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
