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NOTICE OF GUARANTEED DELIVERY
TO TENDER SHARES OF COMMON STOCK
OF
FOX & HOUND RESTAURANT GROUP
PURSUANT TO THE OFFER TO PURCHASE
DATED JANUARY 6, 2006
OF
NPSP ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
F&H ACQUISITION CORP.
This form, or a substantially equivalent form, must be used to accept the
Offer (as defined below) if the certificates for shares of common stock, par
value $0.01 per share, of Fox & Hound Restaurant Group and any other documents
required by the Letter of Transmittal cannot be delivered to the Depositary by
the expiration of the Offer. Such form may be delivered by hand, or transmitted
by telegram, telex facsimile transmission, or mail to the Depositary. See
Section 3 of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
[LOGO] American Stock Transfer
& Trust Company
BY MAIL OR OVERNIGHT COURIER: BY HAND:
BY FACSIMILE:
American Stock Transfer & Trust Company (FOR ELIGIBLE INSTITUTIONS ONLY) American Stock Transfer & Trust Company
Operations Center (718) 234-5001 Attn: Reorganization Department
Attn: Reorganization Department 59 Maiden Lane
6201 15th Avenue Concourse Level
Brooklyn, NY 11219 CONFIRM FACSIMILE BY TELEPHONE: New York, NY 10038
(BY TELEPHONE ONLY)
Toll Free: (877) 248-6417
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
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 under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to NPSP Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of F&H
Acquisition Corp., a Delaware corporation, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated January 6, 2006, and the
related Letter of Transmittal (which, together with any amendments and
supplements thereto, collectively constitute the "Offer"), receipt of which is
hereby acknowledged, ______________ shares of common stock, par value $0.01 per
share (the "Shares"), of Fox & Hound Restaurant Group, a Delaware corporation,
pursuant to the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase.
Certificate Numbers (if available) SIGN HERE
______________________________________________________ ______________________________
Signature(s)
______________________________________________________ ______________________________
(Name(s)) (Please Print)
______________________________________________________ ______________________________
(Addresses)
If delivery will be by book-entry transfer: ______________________________
(Zip Code)
Name of Tendering Institution
______________________________________________________
________________________________
(Area Code and Telephone Number)
Account Number________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer Association
Inc., including the Securities Transfer Agents Medallion Program (STAMP), the
Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc.
Medallion Signature Program (MSP) or any other "eligible guarantor institution"
(as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended), guarantees (i) 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, (ii) that such tender of Shares complies with Rule 14e-4
and (iii) to deliver to the Depositary the Shares tendered hereby, together with
a properly completed and duly executed Letter(s) of Transmittal (or facsimile(s)
thereof) and certificates for the Shares to be tendered or an Agent's Message
(as defined in the Offer to Purchase) in the case of a book-entry delivery, and
any other required documents, all within three business days of the date hereof.
__________________________________
(Name of Firm)
__________________________________
(Address)
__________________________________
(Zip Code)
__________________________________
(Authorized Signature)
__________________________________
(Name)
__________________________________
(Area Code and Telephone Number)
Dated:__________________________, 20__.