AUDIOVOX CORPORATION
Offer To Purchase For Cash
Any Or All Of Its Outstanding Warrants,
Each Exercisable At $7 1/8 Per Share
of Class A Common Stock
At
$1.30 Per Warrant
NOTICE OF GUARANTEED DELIVERY
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 4, 1998 UNLESS THE OFFER IS EXTENDED.
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As set forth in Section 5 of the Offer to Purchase, dated August 10,
1998 (the "Offer to Purchase"), this form, or one substantially equivalent
hereto, must be used to accept the Offer (as defined below) of Audiovox
Corporation, a Delaware corporation (the "Company"), if (a) certificates
for the warrants (the "Warrants") of the Company are not immediately
available, (b) the warrantholders cannot deliver their Warrants, Letter of
Transmittal and other required documents to Continental Stock Transfer &
Trust Company, who will act as depositary and escrow agent for the Offer
(the "Depositary"), on or prior to 12:00 midnight, New York City time, on
the Expiration Date (as defined in Section 4 of the Offer to Purchase) or
(c) the procedures for delivery of Warrants by book-entry transfer cannot
be completed on a timely basis. Such form may be delivered by hand or
transmitted by facsimile transmission or mail to the Depositary prior to
12:00 midnight, New York City time, on the Expiration Date.
The Eligible Institution (as defined in Section 5 of the Offer to
Purchase) that completes this form must communicate the guarantee to the
Depositary and must deliver the Letter of Transmittal and certificates for
the Warrants to the Depositary within the time period shown herein. Failure
to do so could result in a financial loss to such Eligible Institution.
The Depositary for the Offer is:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
BY MAIL, HAND OR
BY FACSIMILE TRANSMISSION: OVERNIGHT DELIVERY: FOR INFORMATION:
(▇▇▇) ▇▇▇-▇▇▇▇ Continental Stock Transfer (▇▇▇) ▇▇▇-▇▇▇▇
Attn: Reorganization Department & Trust Company
▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Delivery of this instrument to an address, or transmission of
instructions via facsimile number, other than as set forth above will not
constitute valid delivery.
This form 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 must appear in
the applicable space provided in the signature box in the Letter of
Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and
subject to the conditions set forth in the Offer to Purchase and related
Letter of Transmittal (which together constitute the "Offer"), receipt of
which is hereby acknowledged, the number of Warrants specified below
pursuant to the Guaranteed Delivery procedure set forth in Section 5 of the
Offer to Purchase.
(PLEASE TYPE OR PRINT ALL INFORMATION BELOW)
Number of Warrants Tendered:
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Warrant Certificate No(s) (if available):
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Total Number of Warrants
Represented by Certificate(s):
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Signature(s):
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Name(s) of Record Holder(s):
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Address(es):
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Area Code and Telephone No(s):
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Name of Tendering Institution:
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Account Number:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the
United States, hereby guarantees (a) that the above named person(s) has a
"net long position" in the Warrants tendered hereby within the meaning of
Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (b) that
such tender of Warrants complies with Rule 14e-4 and (c) that delivery to
the Company of certificates representing the Warrants tendered hereby, or,
in the case of book-entry delivery of Warrants, a Book-Entry Confirmation
(as defined in the Offer to Purchase), together with a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile
thereof properly completed and duly executed), or, in the case of
book-entry delivery of Warrants, an Agent's Message (as defined in the
Offer to Purchase), and any other required documents, will be received by
the Depositary no later than, in the case of Warrants, three Nasdaq trading
days after the date of execution of this Notice of Guaranteed Delivery.
Name of Firm:
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Address:
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Zip Code
Area Code and
Telephone Number:
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AUTHORIZED SIGNATURE
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TITLE
Name:
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PLEASE TYPE OR PRINT
Dated:
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NOTE: DO NOT SEND WARRANT CERTIFICATES WITH THIS FORM. CERTIFICATES MUST BE
SENT WITH THE LETTER OF TRANSMITTAL.