Your vote must be received by To Be Held On September 14, Stockholders should recognize that if the Reverse Split is effected, they will own a smaller number of shares than they currently own approximately equal to the number of shares owned immediately prior to the Reverse Split divided by five, after giving effect to the cash payments in lieu of fractional shares described above. The proxy statement to stockholders is available at http: In addition, any eligible optionholder who elects to participate in the exchange program but whose service terminates for any reason prior to the grant date of the new stock option will retain his or her eligible stock options subject to their existing terms and will not receive a new option grant under the exchange program. There can be no assurance that, if the Company does appeal the delisting determination by the Staff to the Panel, that such appeal would be successful. You are invited to attend the special meeting to vote on the proposals described in this proxy statement.

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New stock options granted in the exchange program will be subject to the terms and conditions of our Plan, our standard form of stock option agreement under our Plan and, to the extent applicable any foreign country appendix or sub-plan provisions. Whether or not you plan to attend the special meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted. After completing such sale, stockholders otherwise entitled to receive dialoigc fractional share will receive a cash payment from our transfer agent in an amount equal to their pro rata share of the total net proceeds of that sale.

This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC. We currently anticipate that if the Proposed Amendment is approved by stockholders at the special meeting, we will file the Proposed Amendment as soon as reasonably practicable.


Mark the corresponding box on the reverse side. Preliminary voting results will be announced bri/fv2 the special meeting. The following is a summary of the anticipated material U. The organization holding your account is considered to be the stockholder of record for purposes of voting at the special meeting. If there is no quorum, a majority of the votes present at the special meeting may adjourn the special meeting to another date. Broker non-votes will have no effect. You may still attend the special meeting and vote in person if you have already voted by proxy.

Important notice regarding the Internet availability of proxy materials for the Dialogic Inc. Visit us on the web at http: In no event will the new option granted in exchange for the tendered option cover more shares than the tendered option. Compensatory stock options are an important component of our approach to retaining and diallgic our service providers. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the special meeting.

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Approval of the Proposed Amendment requires the affirmative vote of at least a majority of our outstanding shares diapogic common stock. In evaluating whether or not to authorize the Reverse Split, in addition to the considerations described above, the Board of Directors also took into account various negative factors associated bri/vff2 a reverse stock split.

How can I find out the results of the voting at the special meeting? Use any touch-tone telephone to vote your proxy. Soliciting Material Under Rule.

Dialogic Diva BRI (ISDN) Media Boards by Sangoma

While we expect that the Reverse Split will result in an increase in the market price of our common stock, the Reverse Split may not increase the market price of our common stock in proportion to the reduction in the number of shares of our common stock outstanding or result in a permanent increase in the market price which depends on many factors, including our performance, prospects and other factors that may be unrelated to the number of shares outstanding.


This document includes certain estimates and other forward-looking statements, including statements relating to the consummation of the proposed transaction described above. The undersigned revokes all previous proxies, acknowledges receipt of the notice of the Special Meeting of Stockholders of Dialogic Inc. How do I vote? Participation in the Exchange Program. We encourage you to take advantage of Internet or telephone voting. To vote in person at the special meeting, you must obtain a valid proxy from your broker, bank, or other agent.

You are invited to attend the special meeting to vote on the proposals described in this proxy statement. Form, Schedule or Registration Statement No.: We know of no other matters to be submitted at the bri/ff2 meeting. If any other matters not described in the proxy statement are properly presented briv/f2 the special meeting, proxies will be voted in accordance with the best judgment of the proxy holders.

In addition, for purposes of the tax rules on incentive stock options, if the fair market value of our common stock on the date of the deemed re-grant is greater than the exercise price of the stock option, the stock option will no longer qualify as an incentive stock option.

Please sign as name appears hereon.