EXHIBIT 99.2
ZOOM TELEPHONICS, INC.
7,923,912 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF SUBSCRIPTION RIGHTS
NOMINEE HOLDER CERTIFICATION
The undersigned, a bank, broker, trustee, depository or other nominee holder of rights (the “Subscription Rights”) to purchase shares of common stock, par value $0.01 per share (“Common Stock”), of Zoom Telephonics, Inc. (the “Company”), pursuant to the rights offering described in the Company’s prospectus dated November 19, 2010 (the “Prospectus”), hereby certifies to the Company and StockTrans, Inc., as subscription agent for the rights offering, that (1) the undersigned has exercised on behalf of the beneficial owners thereof (which may include the undersigned) the number of Basic Subscription Rights specified below on behalf of beneficial owners of basic subscription rights, (2) the undersigned has exercised on behalf of the beneficial owners thereof (which may incl ude the undersigned), the number of Oversubscription Rights specified below, applicable only to those beneficial owners who have fully exercised their Basic Subscription Right., listing separately below for each beneficial owner the basic subscription rights and any associated oversubscription rights (without identifying any such beneficial owner), (3) with respect to the exercise of the oversubscription right described in (2) above, each such beneficial owner’s basic subscription right has been exercised in full, and (4) except as specifically identified below, the exercise by such holder of the Subscription Rights specified below would not result in such holder owning, either directly or indirectly, of record or beneficially, more than 99,000 shares of Common Stock:
NUMBER OF SHARES OWNED ON RECORD DATE | NUMBER OF SHARES SUBSCRIBED FOR PURSUANT TO BASIC SUBSCRIPTION RIGHT | NUMBER OF SHARES SUBSCRIBED FOR PURSUANT TO OVER- SUBSCRIPTION RIGHT* | ||||||||
1. | ||||||||||
2. | ||||||||||
3. | ||||||||||
4. | ||||||||||
5. |
| * | Please circle the numbers in the left column above, if any, for shareholders where the exercise by such holder of the Subscription Rights specified herein would result in such holder owning, either directly or indirectly, of record or beneficially, more than 99,000 shares of Common Stock. |
[Certification continues on the following page]
1
| ________________________________________________________ | |
| Name of Bank, Broker, Trustee, Depository or Other Nominee | |
| By:_____________________________________________________ | |
| Authorized Signature | |
| Name:___________________________________________________ | |
| (please print or type) | |
| Title:____________________________________________________ | |
| (please print or type) | |
| Provide the following information if applicable: | |
| ________________________________________________________ | |
| Depository Trust Company ("DTC") participant number | |
| Participant:_______________________________________________ | |
| By:_____________________________________________________ | |
| Signature | |
| Name:___________________________________________________ | |
| (please print or type) | |
| Title:____________________________________________________ | |
| (please print or type) | |
| DTC Subscription Confirmation Numbers | |
2