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Our Board of Directors has not yet approved specific terms for an option exchange that would be conducted if this Proposal No. The proxy statement to stockholders is available at. This document includes certain estimates and other forward-looking statements, including statements relating to the consummation of the proposed transaction described above. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. The following summary is based upon the provisions of the Internal Revenue Code of , as amended, applicable Treasury Regulations thereunder, judicial decisions and current administrative rulings, as of the date hereof, all of which are subject to change, possibly on a retroactive basis.

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The Board of Directors believes that, to the extent that the price per share of our common stock remains at a higher per share price as a result of the Reverse Split, some of these concerns may be ameliorated. Have your proxy card in hand when you call. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission.

Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid. From and after the effective time, any certificates formerly representing pre-Reverse Split shares which are submitted for transfer, whether pursuant bri/vd2 a sale, other disposition or otherwise, will be exchanged for certificates representing post-Reverse Split shares.

In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. However, even if our stockholders approve the exchange program, we may later decide not to implement it. As noted above, even if stockholders approve the Reverse Split, we reserve the right not to effect the Reverse Split if our Board of Directors does not deem it to be in the best interests of Dialogic and its stockholders.

Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes.


Dialogic Diva BRI (ISDN) Media Boards by Sangoma

Joint owners should each sign. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Tax consequences under state, local, foreign, and other laws are not addressed herein. Both are available 24 hours a day, 7 days a week. Whether or not you plan to attend the special meeting, we brl/vf2 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.

The exchange program may assist in reducing our overhang and eliminating many of the ineffective underwater stock options that are currently outstanding. After completing such sale, stockholders otherwise entitled to receive a fractional share will receive a rbi/vf2 payment from our transfer agent in an amount equal to their pro rata share of the total net proceeds of that sale. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

Why gri/vf2 I receiving these materials? If the Reverse Split is effected and the market price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Split. Konnerup, a former member of the Board, owns and controls GW Invest ApS and may be deemed to beneficially own these shares. The Board of Directors will retain the discretion to make any necessary or desirable changes to the terms of the exchange program.

Use any touch-tone telephone to vote your proxy. We believe that granting new stock options in exchange for underwater stock options will aid in both motivating and retaining our participating service providers because the new stock option will have the potential for bri/vff2 in line with the appreciation of our stock price.

Definitive Proxy Statement

Internet and telephone voting is available through Our Board of Directors may hold open the exchange program to holders of eligible stock options who are, throughout diwlogic exchange offer, service providers to the Company or our eligible affiliates. If we cannot retain these individuals, our ability to compete with other companies in our industry could be jeopardized, which could adversely affect our business, operating results and future stock price.


If you are a stockholder of record, you may vote in person at the special meeting, vote by proxy using the enclosed proxy card, vote by proxy over the telephone, or vote by proxy on the Internet. Identify bi/vf2 previous filing by registration statement number, or the form or schedule and the date of its filing. What is the quorum requirement?

Use the Internet to vote your proxy. We will request banks, brokers, nominees, custodians and other fiduciaries, who hold shares of Dialogic stock in street name, to forward these dilaogic solicitation materials to the beneficial owners of those shares and we will reimburse them the reasonable out-of-pocket expenses they incur in doing so.

Dialogic Diva BRI (ISDN) Media Boards by Sangoma

The aggregate tax basis of the post-Reverse Split shares received in the Reverse Split, including any fractional share deemed to have been received, will be equal to the aggregate tax basis of the pre-Reverse Split shares exchanged therefor, and the holding period of the post-Reverse Split shares will include the holding period of the pre-Reverse Split shares. At the completion of the exchange offer, we will cancel the surrendered stock options and grant new stock options in exchange.

Deductibility of capital losses by holders is subject to limitations. Our Board of Directors believes that maintaining the same number of authorized shares of common and preferred stock, and thereby increasing the number of shares of common stock available for future issuance, will provide us with the certainty and flexibility to undertake various types of transactions, including financings, acquisitions of companies or assets, strategic transactions including a sale of all or a portion of the Company, increases in the shares reserved for issuance pursuant to stock incentive plans, sales of stock or securities convertible into common stock, or other corporate transactions not yet determined.