EXHIBIT 99.2
HALLMARK FINANCIAL SERVICES, INC.
Notice Of Guaranteed Delivery
For Rights Certificates
This form, or one substantially equivalent hereto, must be used to
exercise Rights pursuant to the Offering described in the Prospectus dated
_________, 2003 (the "Prospectus") of Hallmark Financial Services, Inc., a
Nevada corporation (the "Company"), if a holder of Rights cannot deliver the
certificate(s) evidencing the Rights (the "Rights Certificate(s)"), to the
Subscription Agent listed below (the "Subscription Agent") at or prior to 5:00
p.m., New York City time, on ______, 2003, unless such time is extended by the
Company as described in the Prospectus (as it may be extended, the "Expiration
Date"). Such form must be delivered by hand or sent by facsimile transmission,
first class mail or overnight courier to the Subscription Agent, and must be
received by the Subscription Agent on or prior to the Expiration Date.
Payment of the Subscription Price for each share of the Company's
Common Stock subscribed for upon exercise of such Rights must be received by the
Subscription Agent in the manner specified in "The Offering-Method of Payment"
in the Prospectus at or prior to 5:00 p.m., New York City time, on the
Expiration Date even if the Rights Certificate(s) evidencing such Rights is
(are) being delivered pursuant to the Guaranteed Delivery Procedures thereof.
The Subscription Agent is:
__________________________
__________________________
By mail, by hand or by overnight courier to:
____________________________
Attention: ___________________
______________________________
______________________________
Facsimile Transmission: (___) ____________________
Telephone Number for Information: (___) ____________________
Telephone Number for Confirmation: (___)____________________
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Delivery of this instrument to an address other than as set forth
above or transmission of this instrument via facsimile other than as set forth
above does not constitute a valid delivery.
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If you have any questions or require additional copies of relevant
documents, please contact the Information Agent, ____________________, at:
____________________
____________________
____________________
E-mail: ____________________
Telephone Numbers for Information:
Stockholders, Please Call: ( ) ____________________
Banks and Brokerage Firms, Please Call: ( ) ____________________
_______________________
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Ladies and Gentlemen:
The undersigned hereby represents that the undersigned is the holder
of Rights Certificate(s) representing _________ Rights and that such Rights
Certificate(s) cannot be delivered to the Subscription Agent at or before 5:00
p.m., New York City time, on the Expiration Date. Upon the terms and subject to
the conditions set forth in the Prospectus, receipt of which is hereby
acknowledged, the undersigned hereby elects to exercise (i) the Basic
Subscription Privilege to subscribe for _______ share(s) of Common Stock with
respect to each of the Rights represented by such Rights Certificate(s) and (ii)
the Over-Subscription Privilege relating to such Rights, to the extent that
shares of Common Stock that are not otherwise purchased pursuant to the exercise
of Rights (the "Excess Shares") are available therefor, for an aggregate of up
to ________ Excess Shares, subject to availability and pro-ration as described
in the Prospectus.
The undersigned understands that payment of the Subscription Price
for each share of Common Stock subscribed for pursuant to the Basic Subscription
Privilege and the Over-Subscription Privilege must be received by the
Subscription Agent at or before 5:00 p.m., New York City time, on the Expiration
Date and represents that such payment, in the aggregate amount of $ __________
either (check appropriate box):
/ / is being delivered to the Subscription Agent herewith; or
/ / has been delivered separately to the Subscription Agent in the
manner set forth below (check appropriate box and complete
information relating thereto):
/ / Wire transfer of funds
Name of transferor institution: ________________________
Date of transfer: ______________________________________
Confirmation number (if available): ____________________
/ / Uncertified check: (Payment by uncertified check will not
be deemed to have been received by the Subscription Agent
until such check has cleared. Holders paying by such
means are urged to make payment sufficiently in advance
of the Expiration Date to ensure that such payment clears
by such date.)
/ / Certified check
/ / Bank draft (cashier's check)
/ / Money Order
Signature(s) _________________________ Address ________________________
______________________________________ ________________________________
Name(s) ____________________________ ________________________________
___________________________________ Area Code and Tel. No(s).
Rights Certificate No(s). (if available) ______________________________________
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Guarantee of Delivery
(Not To Be Used For Rights Certificate 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, or a bank, stockbroker, savings and loan association or credit union
with membership in an approved signature guarantee medallion program, pursuant
to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees
that the undersigned will deliver to the Subscription Agent the certificates
representing the Rights being exercised hereby, with any required signature
guarantee and any other required documents, all within three (3) business days
after the date hereof.
_______________________________________ Dated: _________________________
_______________________________________ ________________________________
(Address) (Name of Firm)
_______________________________________ ________________________________
(Area Code and Telephone Number) (Authorized Signature)
The institution that completes this form must communicate the
guarantee to the Subscription Agent and must deliver the Rights Certificate(s)
to the Subscription Agent within the time period shown in the Prospectus of
Hallmark Financial Services, Inc., dated ____, 2003. Failure to do so could
result in a financial loss to such institution.
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