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.
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, 2002Agreement and Plan of Merger • July 22nd, 2002 • D&b Acquisition Sub Inc • 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 75206Merger Agreement • July 22nd, 2002 • D&b Acquisition Sub Inc • 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
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, 2002Merger Agreement • July 22nd, 2002 • D&b Acquisition Sub Inc • Retail-eating places
