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EXHIBIT (A)3
Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
of
RAMP NETWORKS, INC.
to
BLACKBIRD ACQUISITION, INC.
a direct wholly owned subsidiary of
NOKIA CORPORATION
(Not to be used for Signature Guarantees)
This Notice of Guaranteed delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) (i) if
certificates ("Share Certificates"), evidencing shares of common stock, par
value $0.001 per share ("Shares"), of Ramp Networks, Inc., a Delaware
corporation (the "Company"), are not immediately available, (ii) if Share
Certificates and all other required documents cannot be delivered to Citibank,
N.A., as Depositary (the "Depositary"), prior to the Expiration Date (as
defined in Section 1 of the Offer to Purchase (as defined below)) or (iii) if
the procedure for delivery by book-entry transfer cannot be completed on a
timely basis. This Notice of Guaranteed Delivery may be delivered by hand or
mail or transmitted by telegram, or facsimile transmission to the Depositary.
See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
CITIBANK, N.A.
By Facsimile Transmission
(for Eligible Institutions only):
(212) 505-2248
Confirm by Telephone:
(800) 270-0808
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By Overnight Courier: By Mail: By Hand:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
915 Broadway P.O. Box 685 Corporate Trust Window
5th Floor Old Chelsea Station 111 Wall Street, 5th Floor
New York, NY 10010 New York, NY 10113 New York, NY 10043
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THE
GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
This form 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" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tenders to BLACKBIRD ACQUISITION, INC., a
Delaware corporation and a direct wholly owned subsidiary of NOKIA
CORPORATION, a public limited liability company incorporated under the
laws of the Republic of Finland, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 15, 2000
(the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with the Offer to Purchase and any amendments or supplements
thereto, collectively constitute the "Offer"), receipt of each of which is
hereby acknowledged, the number of Shares specified below pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase.
Number of Shares __________________________________________________________
Certificate Nos. (If Available): __________________________________________
___________________________________________________________________________
Signature(s) of Holder(s)
Dated: _____________________________________________________________ , 200
___________________________________________________________________________
(Please Type or Print)
Address ___________________________________________________________________
Zip Code
___________________________________________________________________________
Daytime Area Code and Telephone No.
[_]Check this box if Shares will be delivered by book-entry transfer.
Book-Entry Transfer Facility
Account Number ____________________________________________________________
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a participant in the Security Transfer Agents Medallion
Program or an "eligible guarantor institution," as such term is defined in
Rule 17 Ad-15 under the Securities Exchange Act of 1934, as amended,
guarantees to delivery to the Depositary either certificates representing
the Shares tendered hereby, in proper form for transfer, or confirmation
of book-entry transfer of such Shares into the Depositary's account at The
Depositary Trust Company, in each case with delivery of a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
with any required signature guarantees, or an Agent's Message (as defined
in the Offer to Purchase), and any other documents required by the Letter
of Transmittal, within three National Association of Securities Dealers
Automated Quotation System trading days (as defined in the Offer to
Purchase) after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must delivery the Letter of Transmittal
and certificates for Shares to the Depositary within the time period shown
herein. Failure to do so could result in a financial loss to such Eligible
Institution.
Name of Firm ______________________________________________________________
___________________________________________________________________________
(Authorized Signature)
Address ___________________________________________________________________
(Zip Code)
Area Code and Tel. No. ____________________________________________________
Name ______________________________________________________________________
(Please Type or Print)
Title _____________________________________________________________________
Dated _____________, 200
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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