NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
UPROAR INC.
TO
FLIPSIDE ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
FLIPSIDE, INC.
(Not to be used for signature guarantees)
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,
NEW YORK CITY TIME, ON FRIDAY, MARCH 16, 2001, UNLESS THE OFFER IS EXTENDED.
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This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates for
Shares (as defined below) are not immediately available or if time will not
permit all required documents to reach Mellon Investor Services LLC (the
"Depositary") on or prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase) or if the procedure for delivery by book-entry transfer
cannot be completed on a timely basis. This form may be delivered by hand,
transmitted by facsimile transmission or mailed (to the Depositary). See
Section 3 of the Offer to Purchase.
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
Reorganization Department Reorganization Department Reorganization Department
P.O. Box 3301 85 Challenger Road, 120 Broadway
South Hackensack, NJ 07606 Mail Drop-Reorg 13th Floor
Ridgefield Park, NJ 07660 New York, NY 10271
BY FACSIMILE TRANSMISSION: (FOR ELIGIBLE INSTITUTIONS ONLY)
(201) 296-4293
Confirm Facsimile By Telephone:
(201) 296-4860
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN
THE FACSIMILE NUMBER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE
DEPOSITARY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "eligible institution" (as defined in the Offer to Purchase)
under the instructions thereto, such signature guarantees must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares or an Agent's Message (as defined in the Offer to
Purchase) to the Depositary within the time period shown herein. Failure to do
so could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to Flipside Acquisition Corporation, a
Delaware corporation and a wholly owned subsidiary of Flipside, Inc., upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
February 16, 2001 (the "Offer to Purchase") and the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
constitute the "Offer"), receipt of which is hereby acknowledged, the number of
shares of common stock, par value $.01 per share (the "Shares"), of Uproar Inc.,
a Delaware corporation (the "Company"), set forth below, pursuant to the
guaranteed delivery procedures set forth in the Offer to Purchase.
Number of Shares Tendered: SIGN HERE
Certificate No(s). (if available): Name(s) of Record Holder(s)
(PLEASE PRINT)
/ / Check if securities will be tendered by book- Address(es):
entry transfer
Name of Tendering Institution:
(ZIP CODE)
Account No.: Area Code and Telephone No(s).:
Dated: , 2001
Signature(s)
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a bank, broker, dealer, credit union, savings
association or other entity that is a member in good standing of the
Securities Transfer Agents Medallion Program, (a) represents that the above
named person(s) "own(s)" the Shares tendered hereby within the meaning of
Rule 14e-4 under the Securities Exchange Act of 1934, as amended ("Rule
14e-4"), (b) represents that such tender of Shares complies with Rule 14e-4
and (c) guarantees either to deliver to the Depositary the certificates
evidencing all tendered Shares in proper form for transfer, or to deliver
Shares pursuant to the procedure for book-entry transfer into the
Depositary's account at The Depository Trust Company (the "Book-Entry
Transfer Facility"), in either case together with the Letter of Transmittal
(or a facsimile thereof) properly completed and duly executed, with any
required signature guarantees and any other required documents, all within
three New York Stock Exchange trading days after the date hereof.
(NAME OF FIRM) (AUTHORIZED SIGNATURE)
(ADDRESS) (TITLE)
(NAME)
Date: , 2001
(ZIP CODE) (PLEASE TYPE OR PRINT)
Area Code and
Tel. No.
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR
SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.