<PAGE>
FRESHSTART VENTURE CAPITAL CORP.
2429 Jackson Avenue
Long Island City, NY 11101
PROXY-- Special Meeting of Shareholders-- Thursday, September 7, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Zindel Zelmanovich as proxy, with the power
to appoint his substitute, and hereby authorizes him to represent and to vote,
as designated below, all the shares of Common Stock of Freshstart Venture
Capital Corp. held of record by the undersigned on August 10, 2000 at the
Special Meeting of Shareholders to be held on Thursday, September 7, 2000 or at
any adjournment thereof.
1. PROPOSAL TO APPROVE AND ADOPT A MERGER AGREEMENT WITH MEDALLION FINANCIAL
CORP.
[] FOR [] AGAINST [] ABSTAIN
2. In their discretion, the Proxies are authorized to the extent permitted by
rules of the Securities and Exchange Commission, to vote upon such other
business as may properly come before the meeting or any adjournment.
(Continued, and to be signed, on Reverse Side)
<PAGE>
(Continued from other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED IN FAVOR OF PROPOSAL 1, AND IN ACCORDANCE WITH THE PROXIES' BEST
JUDGMENT UPON OTHER MATTERS PROPERLY COMING BEFORE THE MEETING AND ANY
ADJOURNMENTS THEREOF.
Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Date_________________________
_____________________________
Signature
_____________________________
Signature, if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.