MOLECULAR DIAGNOSTICS, INC.
NOTICE OF GUARANTEED DELIVERY
PURSUANT TO THE OFFERING CIRCULAR DATED DECEMBER 18, 2001
This Notice of Guaranteed Delivery relates to the offer of Molecular
Diagnostics, Inc. ("Molecular Diagnostics") to exchange (the "Exchange Offer")
1/25 (one twenty-fifth) of a share of Series E convertible preferred stock, par
value $0.001 per share, of Molecular Diagnostics for each share of common stock,
par value $0.001, of Molecular Diagnostics. Subject to the terms and conditions
of the Exchange Offer, Molecular Diagnostics will issue 800,000 shares of Series
E convertible preferred stock for up to 20,000,000 shares of common stock,
representing approximately 56% of the outstanding common stock as of November
16, 2001 that are properly tendered and not withdrawn prior to the expiration of
the Exchange Offer. If more than 20,000,000 shares of common stock are tendered,
Molecular Diagnostics will purchase from each tendering holder of common stock
an amount based on the proportion of common stock tendered by that holder to all
common stock tendered. For a more detailed description of the Series E
convertible preferred stock Molecular Diagnostics is proposing to issue in the
Exchange Offer, please see the section of the Offering Circular entitled
"Description of Series E Convertible Preferred Stock." This Notice of Guaranteed
Delivery, or one substantially equivalent to this form, must be used to accept
the Exchange Offer if you wish to tender any common stock, but (1) the
certificates for the common stock are not immediately available, (2) time will
not permit your certificates for the common stock or other required documents to
reach LaSalle Bank National Association, as exchange agent (the "Exchange
Agent"), before 5:00 p.m., New York City time, on December 19, 2001 (or any such
later date and time to which the Exchange Offer may be extended (the "Expiration
Date")) or (3) the procedure for book-entry transfer cannot be completed before
the Expiration Date. You may effect a tender of your common stock if (a) the
tender is made through an Eligible Guarantor Institution (as defined in the
Offering Circular under the title "The Exchange Offer -- Procedures for
Tendering Common Stock"); (b) prior to the Expiration Date, the Exchange Agent
receives from an Eligible Guarantor Institution a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in this form, setting
forth your name and address, and the amount of common stock you are tendering
and stating that the tender is being made by Notice of Guaranteed Delivery
(these documents may be sent by overnight courier, registered or certified mail
or facsimile transmission); (c) you guarantee that within three New York Stock
Exchange, Inc. ("NYSE") trading days after the date of execution of the Notice
of Guaranteed Delivery, the certificates for all physically tendered common
stock, in proper form for transfer, or a Book-Entry Confirmation (as defined in
the Offering Circular under the title "The Exchange Offer -- Procedures for
Tendering Common Stock") of transfer of the common stock into the Exchange
Agent's account at The Depository Trust Company (including the Agent's Message
(as defined in the Offering Circular under the title "The Exchange Offer
-- Procedures for Tendering Common Stock") that forms a part of the Book-Entry
Confirmation), as the case may be, a properly completed and duly executed Letter
of Transmittal, with any required signature guarantees, and all other documents
required by the Letter of Transmittal, will be deposited by the Eligible
Guarantor Institution with the Exchange Agent; and (d) the Exchange Agent
receives the certificates for all physically tendered common stock, in proper
form for transfer, or a Book-Entry Confirmation of transfer of the common stock
into the Exchange Agent's account at The Depository Trust Company, as the case
may be, a properly completed and duly executed Letter of Transmittal, with any
required signature guarantees, and all other required documents or, in the case
of a Book-Entry Confirmation, a properly completed and duly executed Letter of
Transmittal, with any required signature guarantees, or an Agent's Message
instead of the Letter of Transmittal, in each case, within three NYSE trading
days after the
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date of execution of this Notice of Guaranteed Delivery. Capitalized terms used
but not defined herein have the meanings assigned to them in the Offering
Circular.
Delivery To:
LaSalle Bank National Association, Exchange Agent
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By Certified Mail: By Overnight Courier: By Hand:
LaSalle Bank National Association LaSalle Bank National Association LaSalle Bank National Association
135 South LaSalle Street, Suite 135 South LaSalle Street, Suite 135 South LaSalle Street, Suite
1960 1960 1960
Chicago, Illinois 60603 Chicago, Illinois 60603 Chicago, Illinois 60603
Attention: Mark Rimkus Attention: Mark Rimkus Attention: Mark Rimkus
(registered or certified mail
recommended)
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By Facsimile:
(Eligible Guarantor Institutions Only)
(312) 904-2236
To Confirm by Telephone
or for Information Call:
(312) 904-2458
DELIVERY OF A LETTER OF TRANSMITTAL OR AGENT'S MESSAGE TO AN ADDRESS OTHER
THAN THE ADDRESS LISTED ABOVE OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER
THAN AS SET FORTH ABOVE IS NOT VALID DELIVERY OF THE LETTER OF TRANSMITTAL OR
AGENT'S MESSAGE.
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Ladies and Gentlemen:
Subject to the terms and conditions set forth in the Offering Circular and
the accompanying Letter of Transmittal, the undersigned hereby tenders to
Molecular Diagnostics, Inc. the amount of common stock set forth below pursuant
to the guaranteed delivery procedure described in the Offering Circular under
the title "The Exchange Offer -- Guaranteed Delivery Procedures." If you desire
to tender less than all of the shares evidenced by the stock certificates listed
below, please indicate the exact number of shares of common stock you wish to
tender.
Amount of common stock tendered:
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Certificate Nos. (if available):
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Total amount represented by common stock certificate(s):
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If common stock will be delivered by book-entry transfer to The Depository
Trust Company, provide account number:
Account Number:
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ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE
DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF THE UNDERSIGNED.
PLEASE SIGN HERE
X
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X
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Signature(s) of Owner(s) or Authorized Signatory
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Date
Area Code and Telephone Number: ( )
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Must be signed by the holder(s) of common stock as their name(s)
appear(s) on certificates for common stock or on a security position listing,
or by person(s) authorized to become registered holder(s) by endorsement or
appropriate stock powers and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
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Capacity:
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Address(es):
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, an Eligible Guarantor Institution, hereby guarantees that
the certificates representing the amount of common stock tendered hereby in
proper form for transfer, or timely confirmation of the book-entry transfer of
such common stock into the Exchange Agent's account at The Depository Trust
Company pursuant to the procedures set forth in the Offering Circular under the
title "The Exchange Offer -- Guaranteed Delivery Procedures," together with any
required signature guarantee and any other documents required by the Letter of
Transmittal, will be received by the Exchange Agent at the address set forth
above, no later than three NYSE trading days after the Expiration Date.
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NAME OF FIRM AUTHORIZED SIGNATURE
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ADDRESS TITLE
Name:
- ------------------------------------------ ------------------------------------------
ZIP CODE (PLEASE TYPE OR PRINT)
Area Code and Dated:
Tel. No.: ------------------------------------------
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NOTE: DO NOT SEND CERTIFICATES FOR COMMON STOCK WITH THIS FORM. CERTIFICATES FOR
COMMON STOCK SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED
LETTER OF TRANSMITTAL.
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