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NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK
OF HOLT'S CIGAR HOLDINGS, INC. BY HCH ACQUISITION CORP.
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the Offer (as defined below): (i) if certificates
("Share Certificates") evidencing shares of common stock, $0.001 par value per
share ("Shares"), are not immediately available; (ii) if Share Certificates and
all other required documents cannot be delivered to Continental Stock Transfer &
Trust Company, as Depositary (the "Depositary"), prior to the Expiration Date
(as defined in the Offer to Purchase, dated November 14, 2000 (the "Offer to
Purchase")); or (iii) if the procedure for delivery by book-entry transfer
cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand or mail to the Depositary. See "THE OFFER, Section
3 -- Procedure for Tendering Shares" of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
BY MAIL, BY HAND OR OVERNIGHT DELIVERY:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(FOR ELIGIBLE INSTITUTIONS ONLY)
2 BROADWAY, 19TH FLOOR
NEW YORK, NY 10004
(212) 509-4000 X535
BY FACSIMILE:
(212) 616-7610
For confirmation telephone:
(212) 509-4000 x535
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION,
WILL NOT CONSTITUTE A 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 guarantee 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 or an
Agent's Message (as defined in the Offer) and certificates for Shares to the
Depositary within the time period shown herein. Failure to do so could result in
financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
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Ladies and Gentlemen:
The undersigned hereby tenders to HCH Acquisition Corp., a Delaware
corporation, upon the terms and subject to the conditions set forth in the Offer
to Purchase, and the related Letter of Transmittal (which, as they may be
amended and supplemented from time to time, constitute the "Offer"), receipt of
each of which is hereby acknowledged, the number of Shares specified below
pursuant to the guaranteed delivery procedure described in "THE OFFER, Section
3 -- Procedure for Tendering Shares" of the Offer to Purchase.
(PLEASE TYPE OR PRINT ALL INFORMATION BELOW)
Number of Shares Tendered:
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Share Certificate No(s) (if available):
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Total Number of Shares Represented
by Certificate(s):
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Name of Tendering Institution:
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Account Number:
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Name(s) of Record Holder(s) (Please Type
or Print):
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Address(es) (Include a Zip Code):
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Area Code and Telephone No(s):
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Signature(s):
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THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED.
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of the Medallion Signature
Guarantee Program or is otherwise an "Eligible Guarantor Institution" (as such
term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended), guarantees to deliver to the Depositary, at one of its addresses set
forth on the reverse side of this page, either Share Certificates evidencing
Shares tendered hereby, in proper form for transfer, or confirmation of
book-entry transfer of such Shares into the Depositary's account at The
Depository Trust Company, in each case with delivery of a Letter of
Transmittal properly completed and duly executed with any required signature
guarantees or a Book-Entry Confirmation (as defined in "The Offer, Section
2 -- Acceptance for Payment" of the Offer to Purchase) in the case of a
book-entry delivery, and any other required documents, all within three Nasdaq
National Market trading days of the date hereof.
Name of Firm:
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Address:
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Zip Code
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AUTHORIZED SIGNATURE
Title:
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Name:
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Dated:
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DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL.
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF HOLT'S
CIGAR HOLDINGS, INC. AT $5.50 NET PER SHARE BY HCH ACQUISITION CORP.
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