DIOMED HOLDINGS, INC.
STOCK ORDER FORM
Please read and complete this stock order form. Instructions are included on the
reverse side of this form.
1. Number of Shares
Number of Allotted Shares Price Per Share Amount Due
- ----------------------------------------------- --------------------------- ---------------------------------
X $0.10 =
- ----------------------------------------------- --------------------------- ---------------------------------
Number of Over-Allotted Shares Price Per Share Amount Due
- ----------------------------------------------- --------------------------- ---------------------------------
X $0.10 =
- ----------------------------------------------- --------------------------- ---------------------------------
Total Shares Price Per Share Total Amount Due
- ----------------------------------------------- --------------------------- ---------------------------------
X $0.10 =
- ----------------------------------------------- --------------------------- ---------------------------------
You may not offer to purchase over-allotted shares unless you have offered to
purchase all of the allotted shares that you are entitled to purchase.
2. Method of Payment
[ ] Enclosed is an uncertified personal check, payable to "Corporate Stock
Transfer, as Subscription Agent for Diomed Holdings, Inc."
[ ] Enclosed is a certified check or bank check drawn on a U.S. bank or money
order, payable to "Corporate Stock Transfer, as Subscription Agent for Diomed
Holdings, Inc."
Please note that funds paid by uncertified, personal check may not clear prior
to the deadline of March [__], 2004 (or any later date to which we extend the
offering period), in which case the stock order form will not be accepted.
Please allow sufficient time for any personal checks to clear or pay the
purchase price by means of certified or bank check or money order.
3. Special Delivery Instructions
To be completed ONLY if the certificate representing the Common Stock is to be
issued in a name other than that of the registered holder or is to be sent to an
address other than that shown above.
Please issue the certificate representing the Common Stock in the following name
and/or deliver to the following address:
Name:____________________________ Soc. Sec. #/Tax ID #: ________________________________________
Address: ________________________________________________________________________________________________________
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4. Acknowledgment -- The Stock Order Form Is Not Valid Unless You Sign Below
I/We acknowledge receipt of the Prospectus and understand that, after delivery
of this Stock Order Form to the Company's Subscription Agent, I/we may not
modify or revoke this Stock Order Form, or any part thereof. 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. If the Special Issuance or Delivery Instructions for Offeree
Stockholders are completed, I/we certify that although the certificate
representing the Common Stock is to be issued in a name other than the
registered holder, beneficial ownership of the Common Stock will not change.
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.
Subscriber's Signature(s): __________________________________________ Date:_________________________________
__________________________________________ Date:_________________________________
If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following information
(please print).
Name: ______________________________________________ Capacity:__________________________________________
Address: ______________________________________________ Phone:_____________________________________________
______________________________________________ Soc. Sec. # or Tax ID #:_____________________________
STOCK ORDER FORM INSTRUCTIONS
To purchase shares, complete your Stock Order Form and send your properly
completed and executed Stock Order Form, together with payment in full of the
Purchase Price for each allotted and over-allotted share you wish to purchase to
the Subscription Agent. Delivery of the Stock Order Form must be made by hand
delivery, mail or overnight delivery. Facsimile delivery of the Stock Order Form
will not constitute valid delivery.
The maximum number of allotted shares that you may offer to purchase is printed
on the face of your Stock Order Form. You should indicate the number of shares
that you wish to purchase by completing the appropriate section on the back of
your Stock Order Form and returning the Stock Order Form to the Subscription
Agent in the envelope provided.
(1) NUMBER OF SHARES - Indicate the number of shares of common stock that you
wish to purchase, and indicate the amount due. Each offeree stockholder may
submit an offer to purchase that number of shares owned of record by that
offeree stockholder as of August 29, 2003. The number of shares that each
offeree stockholder is thereby entitled to purchase is referred to as the
"allotted shares." Each offeree stockholder who offers to purchase all of its
allotted shares may also submit offers to purchase additional shares of common
stock directly from the Company on a prorated basis with all other offeree
stockholders who have offered to purchase all of their allotted shares and who
have offered to purchase additional shares. The additional shares as to which
the Company is soliciting offers are referred to as "over-allotted shares."
(2) METHOD OF PAYMENT - Payment for shares may be made by check or bank draft
(cashier's check) drawn upon a United States bank or a postal, telegraphic, or
express money order payable to the order of "Corporate Stock Transfer, as
Subscription Agent for Diomed Holdings, Inc." Payments will be deemed to have
been received by the Subscription Agent only upon the a) clearance of any
uncertified check or b) receipt by the Subscription Agent of any certified check
or bank draft drawn upon a United States bank or postal, telegraphic or express
money order. If paying by uncertified personal check, please note that the funds
paid thereby may take at least five business days to clear. Accordingly, offeree
stockholders who wish to pay the purchase price by means of uncertified personal
check are urged to make payment sufficiently in advance of the offering's
expiration date to ensure that such payment is received and clears by such date.
You are urged to consider payment by means of certified or cashier's check or
money order.
(3) SPECIAL DELIVERY INSTRUCTIONS - Offeree stockholders should indicate in the
applicable box or boxes the name and address to which certificates representing
the common stock are to be issued, if different from the name and address of the
registered holder signing this Stock Order Form. In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated. Beneficial ownership of the Common Stock is
not permitted to change, and each offeree stockholder must certify that
beneficial ownership remains the same. If no instructions are given,
certificates representing the common stock will be returned to the registered
holder.
(4) ACKNOWLEDGEMENT AND EXECUTION - Stock order forms submitted without a
signature will not be accepted.
(a) EXECUTION BY REGISTERED HOLDER. The signature on the Stock Order Form must
correspond with the name of the registered holder exactly as it appears on the
face of the Stock Order Form without any alteration or change whatsoever.
Persons who sign the Stock Order Form in a representative or other fiduciary
capacity must indicate their capacity when signing and, unless waived by the
Subscription Agent in its sole and absolute discretion, must present to the
Subscription Agent satisfactory evidence of their authority so to act.
(b) EXECUTION BY PERSON OTHER THAN REGISTERED HOLDER. If the Stock Order Form is
executed by a person other than the holder named on the face of the Stock Order
Form, proper evidence of authority of the person executing the Stock Order Form
must accompany the same unless the Subscription Agent, in its discretion,
dispenses with proof of authority.
(5) PROCEDURES FOR GUARANTEED DELIVERY. - You may cause a member firm of a
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc. or a commercial bank or trust company having an
office or correspondent in the United States, to deliver to the Subscription
Agent a written guarantee substantially in the form available from the
Subscription Agent (the "Notice of Guaranteed Delivery") on or prior to the
Expiration Date. The Notice of Guaranteed Delivery must guaranty delivery of
your properly completed and executed Stock Order Form within three days that are
trading days on the American Stock Exchange following the date of the Notice of
Guaranteed Delivery. If this procedure is followed, your Stock Order Form must
be received by the Subscription Agent within three days that are trading days on
the American Stock Exchange of the date of the Notice of Guaranteed Delivery.
Additional copies of the Notice of Guaranteed Delivery may be obtained upon
request from the Subscription Agent at the address, or by calling the telephone
number, indicated below. If the number of shares remaining after the acceptance
of all offers to purchase allotted shares is not sufficient to satisfy all
offers to purchase over-allotted shares, holders will be allocated shares pro
rata (subject to elimination of fractional shares), in proportion to the number
of allotted shares purchased by those offeree stockholders that offer to
purchase over-allotted shares.
If you offer to purchase fewer than all of the allotted shares, you will not be
able to submit a later offer to purchase additional shares. If you have not
indicated the number of shares that you are offering to purchase, or if the
dollar amount you have forwarded is not sufficient to purchase (or exceeds the
amount necessary to purchase) the number of shares that you have offered to
purchase, you will be deemed to have offered to purchase the maximum number of
shares that could be purchased for the amount of the payment that the
Subscription Agent receives from you. To the extent that the Purchase Price
payment that you deliver exceeds the product of the Purchase Price multiplied by
the number of shares that you have offered to purchase as evidenced by the Stock
Order Form delivered by you (such excess being the "Payment Excess"), you will
be deemed to have offered to purchase, to the extent available, that number of
whole over-allotted shares equal to the quotient obtained by dividing the
Payment Excess by the Purchase Price.
As soon as practicable after the Expiration Date, the Subscription Agent will
mail to each offeree stockholder who has offered to purchase allotted shares one
or more certificates representing the allotted shares purchased. As soon as
practicable after the Expiration Date and after all prorations and adjustments
contemplated by the terms of the Offering have been effected and taking into
account any delays or extensions in closing the purchases of over-allotted
shares, the Subscription Agent will mail to each offeree stockholder who has
offered to purchase over-allotted shares one or more certificates representing
the number of over-allotted shares allocated to such offeree stockholder
pursuant to the terms of the Offering. As soon as practicable after the
Expiration Date and after all prorations and adjustments contemplated by the
terms of the Offering have been effected, the Subscription Agent will mail to
each offeree stockholder who has offered to purchase any over-allotted shares
any excess funds received (without interest or deduction) in payment of the
Purchase Price for over-allotted shares that are offered to be purchased but not
allocated to such offeree stockholder pursuant to the terms of the Offering.
CONTACTING THE SUBSCRIPTION AGENT. The address of the Subscription Agent is as
follows:
By mail, by hand or by overnight courier:
Continental Stock Transfer & Trust Company
17 Battery Place, 8th Floor
New York, NY 10004
ATTN: Reorganization Department
The Subscription Agent's telephone number is (212) 569-4000, extension 536, and
its facsimile number is (212) 616-7610.