OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
UPROAR INC.
BY
FLIPSIDE ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
FLIPSIDE, INC.
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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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To Our Clients:
Enclosed for your consideration is the Offer to Purchase dated February 16,
2001 (the "Offer to Purchase") and a related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by Flipside Acquisition Corporation (the
"Purchaser"), a Delaware corporation and wholly owned subsidiary of
Flipside, Inc. ("Flipside"), to purchase all of the outstanding shares of common
stock, par value $.01 per share (the "Shares"), of Uproar Inc., a Delaware
corporation (the "Company"), at a purchase price of $3.00 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the Letter of Transmittal
enclosed herewith.
We are the holder of record of Shares for your account. A tender of such
Shares can be made only by us as the holder of record and pursuant to your
instructions. The enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for your
account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase. Please note the following:
1. The offer price is $3.00 per Share, net to you in cash, without
interest.
2. The Offer is being made for all of the outstanding Shares.
3. The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of February 5, 2001 (the "Merger Agreement"), by and among
Flipside, the Purchaser, and the Company. The Merger Agreement provides,
among other things, that the Purchaser will be merged with and into the
Company (the "Merger") following the satisfaction or waiver of each of
the conditions to the Merger set forth in the Merger Agreement.
4. The Board of Directors of the Company (i) determined that the terms of
the Offer and the Merger are fair to and in the best interests of the
stockholders of the Company, (ii) approved and adopted the Merger
Agreement and the transactions contemplated thereby, including the Offer
and the Merger, and (iii) unanimously recommends that the Company's
stockholders accept the Offer and tender their Shares pursuant to the
Offer and approve and adopt the Merger Agreement.
5. The Offer and withdrawal rights will expire at 11:59 p.m., New York City
time, on Friday, March 16, 2001 (the "Expiration Date"), unless the Offer
is extended.
6. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date 27,966,590 of Shares.
The Offer is also subject to other conditions. See Section 15 of the Offer to
Purchase.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any ancillary documents thereto and is being made to all holders
of Shares. The Purchaser is not aware of any state where the making of the Offer
is prohibited by administrative or judicial action pursuant to any valid state
statute. If the Purchaser becomes aware of any valid state statute prohibiting
the making of the Offer or the acceptance of Shares pursuant thereto, the
Purchaser shall make a good faith effort to comply with such state statute or
seek to have such statute declared inapplicable to the Offer. If, after such
good faith effort, the Purchaser cannot comply with such state statute, the
Offer will not be made to (nor will tenders be accepted from or on behalf of)
holders of Shares in such state. In those jurisdictions where the securities,
blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer will be deemed to be made on behalf of the Purchaser by one or
more registered brokers or dealers licensed under the laws of such jurisdiction
appointed by Purchaser to act as dealer manager in such jurisdictions for the
Offer.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR SHARES, PLEASE SO INSTRUCT
US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM SET FORTH
ON THE REVERSE SIDE OF THIS LETTER. AN ENVELOPE TO RETURN YOUR INSTRUCTIONS TO
US IS ALSO ENCLOSED. IF YOU AUTHORIZE THE TENDER OF YOUR SHARES, ALL SUCH SHARES
WILL BE TENDERED UNLESS OTHERWISE SPECIFIED ON THE REVERSE SIDE OF THIS LETTER.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT
A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL
OUTSTANDING SHARES OF COMMON STOCK
OF
UPROAR INC.
BY
FLIPSIDE ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
FLIPSIDE, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated [February 16, 2001] and the related Letter of Transmittal of
Flipside Acquisition Corporation (the "Purchaser"), a Delaware corporation and a
wholly owned subsidiary of Flipside, Inc., all outstanding shares of common
stock, par value $.01 per share (the "Shares"), of Uproar Inc., a Delaware
corporation, at a purchase price of $3.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase and the related Letter of Transmittal.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number of Shares to Be Tendered:* ________________________
Dated: ________________________, 2001
Account No.: ________________________
SIGN HERE
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SIGNATURE(S)
________________________________________________
PRINT NAME(S) AND ADDRESS(ES)
________________________________________________
AREA CODE AND TELEPHONE NUMBER(S)
________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
