SERIES A PREFERRED BASE TEN SYSTEMS, INC. SERIES A PREFERRED
Proxy solicited on Behalf of the Board of Directors of the Company
for the Special Meeting of Shareholders on October 27, 1998
The undersigned hereby constitutes and appoints Thomas E.
Gardner and William F. Hackett, and each of them, true and lawful agents and
proxies, with full power of substitution in each, to represent the undersigned
and vote, as directed, all shares of Series A Preferred Stock which the
undersigned may be entitled to vote, at the Special Meeting of Shareholders of
Base Ten Systems, Inc. to be held at the Company's offices at One Electronics
Drive, Trenton, New Jersey, 08619, on Tuesday, October 27, 1998, at 9:00 a.m.,
and at any adjournments or postponements thereof, on all matters coming before
said meeting.
You are encouraged to specify your choice by marking the appropriate
boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. Your shares cannot be
voted by the persons named above as proxies unless you sign and return this
card.
The shares represented by this Proxy will be voted in the manner
directed and, if no instructions to the contrary are indicated, will be voted
FOR approval of the proposals set forth in the Notice of Special Meeting of
Shareholders.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE. YOU MAY REVOKE THIS PROXY AT ANY TIME BY FORWARDING TO THE COMPANY A
SUBSEQUENTLY DATED PROXY RECEIVED BY THE COMPANY PRIOR TO THE TAKING OF A VOTE
ON THE MATTERS HEREIN.
(continued, and to be signed on reverse side)
Please date, sign and mail your proxy card back as soon as possible
Special Meeting of Shareholders
BASE TEN SYSTEMS, INC.
Series A Preferred
A |X| Please mark your votes as in this example.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and the Proxy Statement furnished herewith and hereby revokes any
proxy or proxies heretofore given.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS VOTES "FOR" EACH OF THE
FOLLOWING:
1. Approval of an amendment to the Certificate of Incorporation to increase the
authorized Class A Common Stock from 40 million to 60 million.
FOR AGAINST ABSTAIN
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2. Approval of the sale and issuance of Series B, Convertible Preferred Stock.
FOR AGAINST ABSTAIN
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3. Approval of the issuance of Class A Common Stock Purchase Warrants to
Series A Preferred Stock holders receiving Series B, Convertible Preferred
Stock.
FOR AGAINST ABSTAIN
|_| |_| |_|
4. Approval of the modification of the outstanding 9.01% Convertible
Subordinated Debenture.
FOR AGAINST ABSTAIN
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5. Approval of the sale and issuance of up to 6,666,666 shares of Class A
Common Stock and up to 1,000,000 Warrants to purchase Class A Common Stock.
FOR AGAINST ABSTAIN
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6. Approval of the amendment to the 1998 Directors' Stock Option Plan.
FOR AGAINST ABSTAIN
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7. Approval of the amendment to the 1998 Stock Option and Stock Award Plan.
FOR AGAINST ABSTAIN
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Signature (Title, if any)_______________________________ Date_____________, 1998
Signature (if held jointly)_____________________________ Date_____________, 1998
NOTE: Please print and sign your name exactly as it appears hereon. When
signing as attorney, agent, executor, administrator, trustee, guardian
or corporate officer, please give full title as such. Each joint owner
should sign the Proxy. If a corporation, please sign in full corporate
name by president or authorized officer. If a partnership please sign in
partnership name by authorized person.