NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
METRIKA SYSTEMS CORPORATION
As set forth in the section captioned "The Tender Offer--Procedures For
Accepting The Offer And Tendering Shares" in the Offer to Purchase described
below, this Notice of Guaranteed Delivery or one substantially in the form
hereof must be used to tender shares of common stock, par value $0.01 per share
(the "Shares"), of Metrika Systems Corporation, a Delaware corporation (the
"Company"), pursuant to the Offer (as defined below) if certificates evidencing
Shares are not immediately available or the certificates evidencing Shares and
all other required documents cannot be delivered to American Stock Transfer &
Trust Company (the "Depositary") prior to the Expiration Date (as defined in the
Offer of Purchase), or if the procedures for delivery by book-entry transfer
cannot be completed on a timely basis. This instrument may be delivered by hand
or transmitted by facsimile transmission, overnight courier or mail to the
Depositary.
THE DEPOSITARY FOR THE OFFER IS:
AMERICAN STOCK TRANSFER & TRUST COMPANY
BY MAIL: BY HAND OR OVERNIGHT COURIER:
40 Wall Street 40 Wall Street
46(th) Floor 46(th) Floor
New York, New York 10005 New York, New York 10005
Attn: Reorganization Department Attn: Reorganization Department
BY FACSIMILE TRANSMISSION:
(718) 234-5001
CONFIRM BY TELEPHONE:
(718) 921-8200
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined in the Offer to Purchase)
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box in the Letter of Transmittal.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to Metrika Acqusition Inc., a Delaware
corporation and a wholly-owned subsidiary of Thermo Instrument Systems Inc., a
Delaware corporation, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated March 31, 2000 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"), receipt of each of
which is hereby acknowledged, the number of Shares indicated below pursuant to
the guaranteed delivery procedures set forth in the section of the Offer to
Purchase captioned "The Tender Offer--Procedures For Accepting The Offer And
Tendering Shares."
Signature(s): Address:
Name(s) of Record Holder(s):
Zip Code
Area Code and Tel. No.(s):
Please Type or Print
Number of Shares: Check box if Shares will be tendered by
Share Certificate No(s). (if available): book-entry transfer / /
Dated: , 2000 DTC Acccount Number:
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a firm that is a commercial bank, broker, dealer, credit
union, savings association or other entity that is a member in good standing
of the Securities Transfer Agents Medallion Program, the Stock Exchanges'
Medallion Program or the New York Stock Exchange, Inc. Medallion Signature
Program, hereby guarantees to either deliver to the Depositary certificates
evidencing all the Shares tendered hereby, in proper form for transfer, or to
deliver such Shares pursuant to the procedure for book-entry transfer into the
Depositary's account at The Depository Trust Company, in either case together
with the Letter of Transmittal (or a facsimile thereof), properly completed
and duly executed, with any required signature guarantees or an Agent's
Message (as defined in the Offer to Purchase) in the case of a book-entry
transfer, and any other required documents, all within three American Stock
Exchange trading days after the date hereof.
Name of Firm: ________________________________________________________________
Address: _____________________________________________________________________
______________________________________________________________________________
Zip Code
Area Code and Tel. No.: ______________________________________________________
Authorized Signature: ________________________________________________________
Name _________________________________________________________________________
Title:________________________________________________________________________
Dated: ________________________________________________________________, 2000
NOTE: DO NOT SEND CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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