Cash in Lieu of Fractional Shares. What am I voting on? The exchange offer Proposal No. Broker non-votes will have no effect. We assume no obligation to update these forward-looking statements to reflect actual results, changes in risks, uncertainties or assumptions underlying or affecting such statements or for prospective events that may have a retroactive effect. Mechanics of the Exchange Program. In determining the terms of any exchange offer, our Board of Directors will consider our administrative needs, legal requirements, accounting rules, Company policy decisions and or other considerations.

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The proxy statement to stockholders is available at http: To Be Held On September 14, We will give eligible optionholders at least 20 business days to elect to surrender their eligible stock options in exchange for new stock options covering a lesser number of shares. As noted above, we may decide not to implement the exchange program even if our stockholders approve the exchange program. djalogic

The enclosed proxy statement is being issued in connection with the solicitation of a proxy by the Board of Directors for use at fialogic special meeting. You are also invited to attend the special meeting.

We know of no arrangements, the operation of which may at a subsequent date result in the change of control of Dialogic. What is the quorum requirement? At the completion of the exchange offer, we will cancel the surrendered stock options and grant new stock options in exchange.

Whether or not you plan to attend the special meeting, we urge you to vote dialotic proxy to ensure your vote is counted.


Fee computed on table below per Exchange Act Rules 14a-6 i 4 and Whether or not you expect to attend the special meeting in person, please complete, date, sign and return the enclosed proxy, using the enclosed prepaid envelope or vote over the telephone or the Internet in accordance with the instructions set forth on the proxy card, as promptly as possible in order to ensure your representation at the special meeting.

Because the eligibility of stock options will be determined only after our Board of Directors approves specific terms for the exchange offer, and will be dependent on the closing date of the exchange program, we are unable to determine at this time the exact number of shares underlying eligible stock options.

To vote by mail, mark, sign and date your proxy card and return it in the enclosed envelope. Tax consequences under state, local, foreign, and other laws are not addressed herein. Stockholders who hold odd lots typically will experience an increase in the cost of selling their shares, as well as potentially greater difficulty in effecting such sales.

After the written offer to exchange is filed, it is possible that we will need to alter the terms of the exchange program to comply with comments from the SEC staff. Corporate Secretary, Dialogic Inc. If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank. The primary purpose of the proposed exchange program is to restore the intended retention and incentive value of stock options granted to our service providers, which we believe will promote long-term stockholder value.

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If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. The transfer agent for Dialogic Inc. Vig and Chan disclaims beneficial ownership of these shares, except to the extent of their pecuniary interest therein. We currently have no plan, arrangement or agreement to issue shares of our common stock for any purpose, except for the issuance of shares of common stock pursuant to our stock option and employee stock purchase plans or upon exercise of our outstanding warrants.


What if I return a proxy card but do not make specific choices? Reasons for Implementing the Exchange Program. All executive officers and directors as a group 10 persons 9.

Renew Retention and Motivation Incentives. Have your proxy card in hand when you access the web site.

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Eligible optionholders may decide to participate in the exchange program on a grant-by-grant basis. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC.

Abstentions and broker non-votes will be counted towards the quorum requirement. The Company will not issue fractional certificates for post-Reverse Split shares in connection with the Reverse Split.

Eligible optionholders will have at least 20 business days from the start of the exchange program doalogic decide whether they wish to participate. Both are available 24 hours a day, 7 days a week.