THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action to be taken, you should seek your
own financial advice immediately from your own appropriately authorized
independent financial advisor. If you have sold or transferred all of your
registered holdings of Shares (as defined below), please forward this document
and all accompanying documents to the stockbroker, bank or other agent through
whom the sale or transfer was effected for transmission to the purchaser or
transferee.
Notice of Guaranteed Delivery
(Not to be used for Signature Guarantees)
For Tender of Shares of Common Stock
of
The Langer Biomechanics Group, Inc.
Pursuant to the Offer to Purchase
dated January 10, 2001
By
OrthoStrategies Acquisition Corp.
a wholly owned subsidiary of
OrthoStrategies, Inc.
As set forth under Section 3--"Procedures for Tendering Shares" in the
Offer to Purchase, dated January 10, 2001, and any supplements or amendments
thereto (the "Offer to Purchase"), this form (or a copy hereof) must be used to
accept the Offer (as defined in the Offer to Purchase) if (i) certificates (the
"Certificates") representing shares of common stock, par value $.02 per share
(the "Shares"), of The Langer Biomechanics Group, Inc., a New York corporation
("Langer"), are not immediately available, (ii) if the procedures for Book-Entry
Transfer cannot be completed on a timely basis or (iii) time will not permit
Certificates and all other required documents to reach the Registrar and
Transfer Company (the "Depositary") prior to the Expiration Date (as defined in
the Offer to Purchase). This Notice of Guaranteed Delivery may be delivered by
hand, by mail or by overnight courier or transmitted by facsimile transmission
to the Depositary and must include a signature guarantee by an Eligible
Institution (as defined in the Offer to Purchase) in the form set forth herein.
See the guaranteed delivery procedures described in the Offer to Purchase under
Section 3--"Procedures for Tendering Shares".
The Depositary for the Offer is:
REGISTRAR AND TRANSFER COMPANY
By Hand/Overnight Courier: By Mail:
10 Commerce Street 10 Commerce Street
Cranford, New Jersey 07106 Cranford, New Jersey 07106
By Facsimile:
(908) 497-2311
For Confirmation Telephone:
(908) 497-2300 x2556
Delivery of this notice of guaranteed delivery to an address other than as
set forth above or transmission of instruction via facsimile transmission other
than as set forth above will not constitute a valid delivery.
This notice of guaranteed delivery is not to be used to guarantee a
signature. 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.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to OrthoStrategies Acquisition Corp., a
company incorporated under the laws of the State of New York, upon the terms and
subject to the conditions set forth in the Offer to Purchase and the related
Letter of Transmittal, receipt of each of which is hereby acknowledged, the
number of Shares indicated below pursuant to the Guaranteed Delivery Procedures
described in the Offer to Purchase under Section 3--"Procedures for Tendering
Shares."
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Name of Record Holder(s): ______________________________________________________
Address(es): ___________________________________________________________________
Area Code(s) and Telephone Number(s): __________________________________________
Signature(s):___________________________________________________________________
Date: _____________________________________________________________
Number of Shares: _________________________________________________
Account Number: ___________________________________________________
Certificate Number(s) if available:________________________________
If Share(s) will be tendered by Book-Entry Transfer, check box: |_|
|_| The Depository Trust Company: _______________________________
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THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(Not to Be Used for Signature Guarantee)
The undersigned, an Eligible Institution (as defined in the Offer to
Purchase), hereby guarantees that the undersigned will deliver to the
Depositary, at one of its addresses set forth above, either the Certificates
representing the Shares tendered hereby, in proper form for transfer, or
Book-Entry Confirmation (as defined in the Offer to Purchase), together with a
properly completed and duly executed Letter of Transmittal, including any
required signature guarantees, or, in the case of book-entry delivery of Shares,
an Agent's Message (as defined in the Offer to Purchase) in lieu of a Letter of
Transmittal, and any other documents required by the Letter of Transmittal, all
within three business days after the date hereof.
Name of Firm:___________________________________________________________________
Authorized Signature
Address:_______________________________________ Name:___________________________
Please Print
_______________________________________________ Title:__________________________
Zip Code
Area Code and Tel. No:_________________________ Date ___________________________
Note: Do not send Certificates with this Notice of Guaranteed Delivery.
Certificates should be sent with your Letter of Transmittal.
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