WIZZARD SOFTWARE CORPORATION
ATTN: JOHN BUSSHAUS
5001 BAUM BLVD
SUITE 770
PITTSBURGH, PA 15213
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by our company
in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail
or the Internet. To sign up for electronic delivery, please follow the
instructions above to vote using the Internet and, when prompted, indicate
that you agree to receive or access shareholder communications electronically in future years.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you
access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time the day before the cut-off date or meeting date.
Have your proxy card in hand when you call and then follow the instructions.
PRELIMINARY PROXY CARD
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
WIZZARD SOFTWARE CORPORATION
THE BOARD OF DIRECTORS RECOMMEND A VOTE For Withhold For All
“FOR” ITEMS 1, 2, 3, 4, 5 AND 6. All All Except
o o o
Vote on Directors
1.
ELECTION OF DIRECTORS
Nominees:
01) Christopher Spencer
02) J. Gregory Smith
03) Douglas Polinsky
04) Denis Yevstifeyev
To withhold authority to vote for
any individual nominee(s), mark
“For All Except” and write the
number(s) of the nominee(s) on
the line below.
_________________
Vote on Proposals For Against Abstain
2. Proposal to approve the company’s 2012 Employee Stock Option Plan of 3,000,000 options for
shares of common stock. o o o
3. Proposal to approval of the Share Exchange Agreement and the issuance of up to 40,591,000 shares o o o
of our common stock, if all future revenue and corporate governance objectives are met pursuant thereto.
If this Proposal No. 3 of this proxy is not approved, then Proposals No. 5 and 6 will not be approved.
4. Proposal to ratify the selection by the Board of Directors of Gregory & Associates LLC as independent o o o
auditors of Wizzard Software Corporation for Fiscal 2012.
5. Proposal to approve the appointment of two additional directors per the terms of the Share Exchange o o o
Agreement subject to the approval and closing thereof. If Proposal No. 3 of this proxy is not approved,
this Proposal No. 5 will not be approved.
6. Proposal to approve the amendment of our Articles of Incorporation to change our name to such name o o o
as the Board of Directors and the FAB Parties shall determine, subject to the prior closing of the Share
Exchange Agreement. If Proposal No. 3 of this proxy is not approved, this Proposal No. 6 will not be approved.
Note: In their discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof.
The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Stockholder(s). If no direction is made, this proxy will be voted FOR items 1, 2, 3, 4, 5 and 6. If any other matters properly come before the meeting, or if cumulative voting is required, the person named in this proxy will vote in their discretion.
For address changes and/or comments, please check this box and write them on the back where indicated. o
Yes No
Please indicate if you plan to attend this meeting.
Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer.
Signature [PLEASE SIGN WITHIN BOX]
Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com.
WIZZARD SOFTWARE CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
JULY 30, 2012
The stockholder(s) hereby appoint(s) John Busshaus and Christopher Spencer, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Wizzard Software Corporation that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:00AM, Eastern Time on July 30, 2012, at the offices of Wizzard Software, 5001 Baum Blvd., Suite 770, Pittsburg, PA 15213 and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(s). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR EACH PROPOSAL.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
Address Changes/Comments: ___________________________________________________________________________
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
CONTINUED AND TO BE SIGNED ON REVERSE SIDE