NOTICE OF GUARANTEED DELIVERY
FOR RIGHTS CERTIFICATES
This form, or one substantially equivalent hereto, must be used to
exercise Rights described in the Prospectus dated ______________ (the
"Prospectus") of Intelli-Check, Inc., (the "Company"), if a Rightsholder cannot
deliver the Right Certificate(s) evidencing the Rights, to the Rights Agent
listed below at or prior to 5:00 p.m. New York City time on the Expiration Date.
Such form must be delivered by hand or sent by facsimile transmission or mail to
the Rights Agent, and must be received by the Rights Agent on or prior to the
Expiration Date. See "Description of Rights -- Exercise of Rights" in the
Prospectus. Payment of the applicable Exercise Price for each share of the
Company's Common Stock purchased upon exercise of such Rights must be received
by the Rights Agent in the manner specified in the Prospectus at or prior to the
Expiration Date even if the Rights Certificate evidencing such Rights is being
delivered pursuant to the procedure for guaranteed delivery thereof.
The Rights Agent is: Continental Stock Transfer & Trust Company
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By Mail/Hand/Overnight Courier: Facsimile Transmission
(212) 616-7610
Continental Stock Transfer &
Trust Company
2 Broadway
New York, New York 10004
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
Gentlemen:
The undersigned hereby represents that he or she is the holder of a Rights
Certificate(s) representing ______ Rights and that such Right Certificate(s)
cannot be delivered to the Rights Agent at or before 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 purchase one
share of Common Stock per Right with respect to each of ______ Rights
represented by such Right Certificate. The undersigned understands that payment
of the Exercise Price for each share of Common Stock purchased must be received
by the Rights Agent at or before the Expiration Date and represents that such
payment, in the aggregate amount of $_________, either (check appropriate box):
|_| is delivered herewith; or
|_| was delivered separately;
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 Rights Agent until such check has
cleared. Holders paying by such means are urged to make payment
sufficiently in advance of the applicable Expiration Date to ensure
that such payment clears by such time.)
|_| certified check;
|_| bank draft (cashier's check);
|_| money order;
name of maker:_________________________________________________________
date and number of check, draft or money order number:
_______________________________________________________________________
bank on which check is drawn or issuer of money order:
_______________________________________________________________________
Signature(s):________________________________________________________________
Address:_____________________________________________________________________
Name(s):_____________________________________________________________________
Please Type or Print Area Code and Tel. No(s).:______________________________
Right 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, guarantees that the undersigned will deliver to the Rights Agent the
certificates representing the Rights being exercised hereby, with any required
signature guarantees and any other required documents, all within five business
days after the date hereof.
Dated: ________________________________________________________________________
Name of Firm: _________________________________________________________________
Address: ______________________________________________________________________
Telephone: ( )_____________________________________________________________
Authorized Signature:__________________________________________________________
The institution which completes this form must communicate the guarantee
to the Rights Agent and must deliver the Right Certificate(s) to the Rights
Agent within the time period shown herein. Failure to do so could result in a
financial loss to such institution.
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