<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF CLASS A COMMON STOCK AND SHARES OF CLASS B COMMON STOCK
OF
U.S. FRANCHISE SYSTEMS, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 3, 2000
BY
USFS ACQUISITION CO.
A WHOLLY OWNED SUBSIDIARY OF
PRITZKER FAMILY BUSINESS INTERESTS
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 1, 2000,
UNLESS THE OFFER IS EXTENDED.
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As set forth in "The Tender Offer--Procedure For Tendering
Shares--Guaranteed Delivery" of the Offer to Purchase dated October 3, 2000 (the
"Offer to Purchase"), this form or one substantially equivalent must be used to
accept the offer (the "Offer") by USFS Acquisition Co., a Delaware corporation
(the "Purchaser") and wholly owned subsidiary of Pritzker family business
interests, to purchase all outstanding shares of Class A Common Stock, par value
$0.01 per share, and Class B Common Stock, par value of $0.01 per share
(collectively, the "Shares"), of U.S. Franchise Systems, Inc., a Delaware
corporation (the "Company"), if certificates for the Shares are not immediately
available or cannot be delivered to SunTrust Bank (the "Depositary") prior to
the Expiration Date (as defined in the Offer to Purchase), the procedure for
book-entry transfer of the Shares cannot be completed on a timely basis or all
required documents cannot be delivered to the Depositary prior to the Expiration
Date. This form may be delivered by hand to the Depositary or transmitted by
facsimile transmission, mail or overnight courier to the Depositary and must be
received by the Depositary before the Expiration Date.
THE DEPOSITARY FOR THE OFFER IS:
SUNTRUST BANK
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BY HAND OR OVERNIGHT BY FACSIMILE TRANSMISSION BY MAIL:
COURIER: (FOR ELIGIBLE INSTITUTIONS ONLY): SunTrust Bank
SunTrust Bank (404) 332-3875 Attn: Reorg
Attn: Reorg P.O. Box 4625
58 Edgewood Avenue Atlanta, GA 30302
Suite 225 Atlanta, GA 30302
Atlanta, GA 30303
CONFIRMATION OF RECEIPT: 1-800-568-3476
FOR INFORMATION CALL:
1-800-568-3476
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
DELIVERY TO THE PURCHASER, THE COMPANY, THE BOOK-ENTRY TRANSFER FACILITY,
GEORGESON SHAREHOLDER SECURITIES CORPORATION, THE DEALER MANAGER FOR THE OFFER,
OR GEORGESON SHAREHOLDER COMMUNICATIONS INC., THE INFORMATION AGENT FOR THE
OFFER, WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE 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 RELATED TO THE OFFER TO
PURCHASE (THE "LETTER OF TRANSMITTAL") IS REQUIRED TO BE GUARANTEED BY AN
ELIGIBLE INSTITUTION (AS DEFINED BELOW) UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
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LADIES AND GENTLEMEN:
The undersigned hereby tenders to the Purchaser, on the terms and subject to
the conditions set forth in the Offer to Purchase and the Letter of Transmittal,
receipt of which is hereby acknowledged, the number of Shares set forth below,
all pursuant to the guaranteed delivery procedure set forth in "The Tender
Offer--Procedure for Tendering Shares--Guaranteed Delivery" of the Offer to
Purchase.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery will survive the death or incapacity of the undersigned, and
every obligation of the undersigned under this Notice of Guaranteed Delivery
will be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
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CLASS OF SHARES
REPRESENTED BY NUMBER OF SHARES BY
CERTIFICATE NUMBER(S) CERTIFICATE(S) OR CERTIFICATE(S) OR
FOR SHARES (IF BOOK-ENTRY BOOK-ENTRY NUMBER OF SHARES
AVAILABLE) CONFIRMATION CONFIRMATION* TENDERED
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* If you will deliver Shares by book-entry transfer to the Depositary's account at The
Depository Trust Company (the "Book-Entry Transfer Facility"), insert your Book-Entry
Transfer Facility account number.
PLEASE SIGN AND COMPLETE
Signatures of Registered Holders(s): Date:
Address:
Name(s) of Registered Holder(s): Area Code and Telephone No.:
Taxpayer Identification Number or Social
Security Number:
Name and capacity, if signing in a fiduciary or representative capacity:
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<PAGE>
GUARANTEE
(THIS MUST BE COMPLETED)
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in an approved Signature Guarantee Medallion
Program or an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each such
entity, an "Eligible Institution"), hereby guarantees that either the
certificates representing the Shares tendered hereby in proper form for
transfer, or timely confirmation of a book-entry transfer of such Shares into
the Depositary's account at the Book-Entry Transfer Facility (pursuant to
procedures set forth in "The Tender Offer--Procedure for Tendering Shares--Book
Entry Delivery" of the Offer to Purchase), together with a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message (as defined in the Offer to Purchase)) and any other documents required
by the Letter of Transmittal, will be received by the Depositary at one of its
addresses set forth above within three (3) Nasdaq Stock Market trading days
after the date of execution of this Notice of Guaranteed Delivery.
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
Zip Code
Area Code and Telephone Number: ________________________________________________
AUTHORIZED SIGNATURE: __________________________________________________________
Name: __________________________________________________________________________
(Please Type or Print)
Title: _________________________________________________________________________
Dated: __________________________ , 2000
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
