FORM OF RIGHTS CERTIFICATE: COMMON STOCKHOLDER
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SEQUENCE ACCOUNT KEY RIGHT # RIGHT TO PURCHASE
RIGHTS
INTELLI-CHECK, INC.
RIGHTS CERTIFICATE
FOR INFORMATION AND ASSISTANCE PLEASE CALL:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(212) 509-4000 Ext. 535
The undersigned has Rights of Intelli-Check, Inc. (the "Company"),
entitling the undersigned to purchase the Company's common stock, par value
$0.001 per share (the "Common Stock"), offered by the Company by its prospectus
dated __________ (the "Prospectus"), subject to the terms described in the
Prospectus.
By executing this Rights Certificate, the undersigned acknowledges having
received and read the Prospectus, and understands that as a Rightsholder (as
defined in the Prospectus), subject to certain limitations stated in the
Prospectus, the undersigned is entitled to purchase the number of shares of
Common Stock, as is shown above based on a purchase price of $8.50 per share of
Common Stock.
By:
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as Rights Agent
IMPORTANT: PAYMENT FOR SHARES OF COMMON STOCK MUST BE MADE BY WIRE TRANSFER,
CHECK OR MONEY ORDER PAYABLE TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS
AGENT FOR INTELLI-CHECK, INC. IN U.S. DOLLARS BEFORE THE APPLICABLE EXPIRATION
DATE. IF FULL PAYMENT IS NOT RECEIVED BY CONTINENTAL STOCK TRANSFER & TRUST
COMPANY BEFORE THE APPLICABLE EXPIRATION DATE YOUR PURCHASE WILL BE REJECTED.
AN EXERCISE FOR SHARES OF COMMON STOCK IS IRREVOCABLE.
THESE SECURITIES MAY BE REDEEMED BY THE COMPANY UPON THE TERMS DESCRIBED IN THE
PROSPECTUS.
THE SECURITIES REPRESENTED BY THIS RIGHTS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED OR ENCUMBERED OR IN ANY OTHER WAY ALIENATED. ANY
PURPORTED SALE, TRANSFER, ASSIGNMENT, PLEDGE OR ENCUMBRANCE OR OTHER ALIENATION
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE NULL AND VOID.
RIGHTS TO PURCHASE SHARES OF COMMON STOCK OFFERED BY
INTELLI-CHECK, INC.
Exercise of Rights may have significant tax consequences. See "Certain
Federal Income Tax Consequences" in the accompanying Prospectus.
Upon the terms and subject to the conditions specified in the Prospectus,
the undersigned hereby:
A. Purchases shares of Common Stock as follows:
1. NUMBER OF SHARES OF COMMON STOCK SUBSCRIBED FOR PURSUANT TO
RIGHTS: ______________ (May not exceed the number of Rights on the face of this
certificate)
2. EXERCISE PRICE PER SHARE: $8.50
3. TOTAL AMOUNT OF PAYMENT FOR SHARES OF COMMON STOCK TO BE
PURCHASED: $_______________ (Line 1 multiplied by line 2)
Check one box:
|_| Enclosed is my check or money order payable to Continental
Stock Transfer & Trust Company as Agent for Intelli-Check,
Inc.
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|_| Payment has been made by wire transfer to Continental Stock
Transfer & Trust Company's account (wire instructions are in
the Prospectus).
B. Certifies as follows (check one and complete blanks):
|_| As of March 30, 2001, I was the record holder AND beneficial
owner of the shares of Common Stock to which the Rights
exercised hereunder relate, and,
(i) as of March 30, 2001, I beneficially owned
_______________ shares of Common Stock; and
(ii) as of the date hereof, I continue to be the record
holder and beneficial owner of _________________ shares
of Common Stock listed in (i), having not transferred,
assigned, pledged or otherwise encumbered beneficial
ownership of such shares since the Record Date.
|_| As of the Record Date of the Rights exercised hereunder:
(i) shares of Common Stock to which the Rights exercised
hereunder relate were held by the undersigned record
holder on behalf of the beneficial owner of such shares;
and
(ii) as of the date hereof, such beneficial owner continues
to be the beneficial owner of ___________________ shares
of Common Stock listed in (i), having not transferred,
assigned, pledged or otherwise encumbered beneficial
ownership of such shares since the Record Date.
RETURN THIS FORM IN THE PRE-ADDRESSED STAMPED ENVELOPE ALONG WITH A PAYMENT IN
U.S. DOLLARS BY CHECK, DRAFT OR MONEY ORDER PAYABLE TO CONTINENTAL STOCK
TRANSFER & TRUST COMPANY AS AGENT FOR INTELLI-CHECK, INC. (OR PAYMENT MAY BE
MADE BY WIRE TRANSFER) TO:
BY MAIL/HAND/OVERNIGHT DELIVERY:
Continental Stock Transfer & Trust Company
2 Broadway
New York, New York 10004
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Acceptance or rejection by the Company of this executed Rights Certificate
shall be effective in accordance with the terms set forth in the Prospectus. All
questions concerning the timeliness, validity, form and eligibility of any
exercise of Rights will be determined by the Company, whose determinations shall
be final and binding.
Shares of Common Stock will be registered in the same manner as set forth
on the face of this Rights Certificate. Stock certificates evidencing such
shares of Common Stock will be sent to you as soon as practicable after receipt
of valid payment therefor.
Date:____________________________
Name:________________________________
Title:___________________________
Signature:_________________________
Day Phone: ( ) _____________________________
Evening Phone: ( ) _____________________________
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FORM OF RIGHTS CERTIFICATE: OPTION OR WARRANT HOLDER
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SEQUENCE ACCOUNT KEY RIGHT # RIGHT TO PURCHASE
RIGHTS
INTELLI-CHECK, INC.
RIGHTS
CERTIFICATE
FOR INFORMATION AND ASSISTANCE PLEASE CALL:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(212) _________________
The undersigned has Rights of Intelli-check, Inc. (the "Company"),
entitling the undersigned to purchase the Company's common stock, par value
$0.001 per share (the "Common Stock"), offered by the Company by its prospectus
dated _____________, (the "Prospectus"), subject to the terms described in the
Prospectus.
By executing this Rights Certificate, the undersigned acknowledges having
received and read the Prospectus, and understands that as a Holder of Rights (as
defined in the Prospectus), subject to certain limitations stated in the
Prospectus, the undersigned is entitled to purchase the number of shares of
Common Stock, as is shown above based on a purchase price of $ 8.50 per share of
Common Stock.
By:
---------------------------------
as Rights Agent
IMPORTANT: PAYMENT FOR SHARES OF COMMON STOCK MUST BE MADE BY WIRE TRANSFER,
CHECK OR MONEY ORDER PAYABLE TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS
AGENT FOR INTELLI-CHECK, INC., IN U.S. DOLLARS BEFORE THE APPLICABLE EXPIRATION
DATE.
IF FULL PAYMENT IS NOT RECEIVED BY CONTINENTAL STOCK TRANSFER & TRUST COMPANY
BEFORE THE APPLICABLE EXPIRATION DATE YOUR PURCHASE WILL BE REJECTED.
AN EXERCISE FOR SHARES OF COMMON STOCK IS IRREVOCABLE.
THESE SECURITIES MAY BE REDEEMED BY THE COMPANY UPON THE TERMS DESCRIBED IN THE
PROSPECTUS.
THE SECURITIES REPRESENTED BY THIS RIGHTS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED OR ENCUMBERED OR IN ANY OTHER WAY ALIENATED. ANY
PURPORTED SALE, TRANSFER, ASSIGNMENT, PLEDGE OR ENCUMBRANCE OR OTHER ALIENATION
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE NULL AND VOID.
RIGHTS TO PURCHASE SHARES OF COMMON STOCK OFFERED BY
INTELLI-CHECK, INC.
Upon the terms and subject to the conditions specified in the Prospectus,
the undersigned hereby:
A. Purchases shares of Common Stock as follows:
1. NUMBER OF SHARES OF COMMON STOCK SUBSCRIBED FOR PURSUANT TO
RIGHTS: __________ (May not exceed the number of Rights on the face of this
certificate)
2. EXERCISE PRICE PER SHARE:
$8.50
3. TOTAL AMOUNT OF PAYMENT FOR SHARES OF COMMON STOCK TO BE
PURCHASED: $_________ (Line 1 multiplied by line 2)
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Check one box:
|_| Enclosed is my check or money order payable to Continental
Stock Transfer and Trust Company as Agent for Intelli-Check,
Inc.
|_| Payment has been made by wire transfer to Continental Stock
Transfer & Trust Company's account (wire instructions are in
the Prospectus).
B. Certifies as follows (check one):
|_| As of the date on which I exercised stock options or warrants for
the Common Stock to which the Rights exercised hereunder relate, I
was the record holder and beneficial owner of the shares of such
Common Stock; and
(i) Upon the exercise of my options or warrants, I became the beneficial
owner of __________________ shares of Common Stock; and
(ii) as of the date hereof, I continue to be the record holder and
beneficial owner of_________________ shares of Common Stock listed
in (i), having not transferred, assigned, pledged or otherwise
encumbered beneficial ownership of such shares since I exercised my
stock options or warrants.
|_| As of the date on which the stock options or warrants were exercised
to purchase the Common Stock to which the Rights exercised hereunder
relate, shares of such Common Stock where held by the undersigned
record holder on behalf of the beneficial owner of such shares; and
(i) Upon the exercise of options or warrants, such beneficial owner
became the beneficial owner of __________________ shares of Common
Stock; and
(ii) as of the date hereof, such beneficial owner continues to be the
beneficial owner of _________________ the shares of Common Stock
listed in (i), having not transferred, assigned, pledged or
otherwise encumbered beneficial ownership of such shares since
exercising the stock options or warrants.
RETURN THIS FORM IN THE PRE-ADDRESSED STAMPED ENVELOPE ALONG WITH A PAYMENT IN
U.S. DOLLARS BY CHECK, DRAFT OR MONEY ORDER PAYABLE TO
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS AGENT FOR INTELLI-CHECK, INC. (OR
PAYMENT MAY BE MADE BY WIRE TRANSFER) TO:
BY MAIL/HAND/OVERNIGHT DELIVERY:
Continental Stock Transfer & Trust Company
2 Broadway
New York, New York 10011
Acceptance or rejection by the Company of this executed Rights Certificate
shall be effective in accordance with the terms set forth in the Prospectus. All
questions concerning the timeliness, validity, form and eligibility of any
exercise of Rights will be determined by the Company, whose determinations shall
be final and binding.
Shares of Common Stock will be registered in the same manner as set forth
on the face of this Rights Certificate. Stock certificates evidencing such
shares of Common Stock will be sent to you as soon as practicable after receipt
of valid payment therefor.
Date:__________________________
Name:__________________________
Title:_________________________
Signature:__________________________
Day Phone: ( )_____________________
Evening Phone: ( )_________________
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FORM OF RIGHTS CERTIFICATE
PART 2
SPECIAL DELIVERY INSTRUCTIONS FOR RIGHTSHOLDERS: UNLESS OTHERWISE INDICATED
BELOW. THE RIGHTS AGENT IS HEREBY AUTHORIZED TO DELIVER CERTIFICATES FOR COMMON
STOCK TO RIGHTSHOLDERS AT THE ADDRESS SET FORTH ABOVE.
To be completed ONLY if the certificate representing the Common Stock is to be
sent to an address other than that shown above.
Mail and deliver to:
Name:
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(Please Print) Street Address
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City State Zip Code Social Security or Tax ID#
ACKNOWLEDGMENT
THE RIGHTS CERTIFICATE IS NOT VALID UNLESS YOU SIGN BELOW
I/We acknowledge receipt of the Prospectus and understand that after
delivery to the Company, I/We may not modify or revoke this exercise.
Under penalties of perjury, I/We certify that the information contained
herein, including the social security number or taxpayer identification number
given above, is correct.
The signature below must correspond with the name of the registered holder
exactly as it appears on the books of the Company's transfer agent without any
alteration or change whatsoever.
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Signature(s) of registered holder
Dated:
If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officers(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following
information.
Name: Daytime Phone ( )
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(Please Print)
Evening Phone ( )
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Capacity:
--------------------------------
(Full Title)
Address:
------------------------------- Social Security or Taxpayer ID#
(Including Zip Code)
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GUARANTEE OF SIGNATURE(S)
All Rightsholders who specify special delivery instructions must have
their signatures guaranteed by an Eligible Institution. An "Eligible
Institution" for this purpose is a bank, stockbroker, savings and loan
association and credit union with membership in an approved signature guaranteed
medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of
1934.
Authorized signature Name of Firm
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Name Address
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Title Area Code and
- ------------------------------ Telephone Number
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Dated
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NAME
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ADDRESS
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(CITY, STATE AND ZIP CODE)
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PAYER'S NAME: ______________________
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SUBSTITUTE FORM W-9 PART 1: PROVIDE YOUR TIN IN THE BOX TO THE
RIGHT AND CERTIFY BY SIGNING AND DATING
BELOW ----------------------------------
Social Security Number OR
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Employer Identification No.
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DEPARTMENT OF THE TREASURY PART 2: CERTIFICATION. Under penalties of
INTERNAL REVENUE SERVICE perjury, I certify that (1) the number
above on this form is my correct Taxpayer
Identification Number (or I am waiting for a
number to be issued to me), and (2) I am not
subject to backup withholding either because I
am exempt from backup withholding, I have not
been notified by the IRS that I am subject to
backup withholding as a result of a failure to
report all interest or dividends, or the IRS
has notified me that I am no longer subject to
backup withholding.
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PAYER'S REQUEST FOR PART 3:
TAXPAYER IDENTIFICATION
NUMBER (TIN) Awaiting TIN
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FOR PAYEE EXEMPT FROM PART 4:
BACKUP WITHHOLDING
Exempt:
Certificate Instructions. You must cross out
item (2) above if you have been notified by the
IRS that you are subject to backup withholding
because of underreporting interest or dividends
on your tax return. However, if after being
notified by the IRS that you were subject to
backup withholding, you received another
notification from the IRS that you are no
longer subject to backup withholding, do not
cross out item (2).
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Signature:________________________________ Date:________________
Name (Please Print):____________________________________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY DIVIDEND PAYMENTS MADE TO YOU ON SHARES OF COMMON STOCK
ISSUED UPON EXERCISE OF THE RIGHTS. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM 2-9
FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate IRS Center or
Social Security Administration Office or (b) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a taxpayer
identification number within sixty (60) days, 31% of all reportable dividend
payments made to me thereafter on shares of Common Stock issued upon exercise of
the Rights will be withheld until I provide a taxpayer identification number.
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Signature Date
Name (Please Print)
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