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DETACH HERE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
SYNC RESEARCH INC.
2000 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of Sync Research, Inc., a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement/Prospectus, each dated August __, 2000, and
hereby appoints Gregorio Reyes and William K. Guerry or either of them,
proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at
the 2000 Annual Meeting of Stockholders of Sync Research, Inc. to be held on
August 30 at 10:00 a.m. local time, at the Newport Beach Marriott Suites,
500 Bayview Circle, Newport Beach, California, and at any adjournment or
postponement thereof, and to vote all shares of common stock which the
undersigned would be entitled to vote if then and there personally present,
on the matters set forth on the reverse side and, in their discretion, upon
such other matters that may properly come before the meeting and/or any
adjournment(s) or postponements thereof.
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SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
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DETACH HERE
/X/ Please mark votes as in this example.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED AS FOLLOWS: (1) FOR APPROVAL OF THE ISSUANCE OF SHARES OF THE
COMPANY'S COMMON STOCK UNDER THE MERGER AGREEMENT WITH OSICOM TECHNOLOGIES,
INC.; (2) FOR APPROVAL OF THE NAME CHANGE; (3) FOR THE ELECTION OF DIRECTORS;
(4) FOR APPROVAL OF THE AMENDMENT TO THE 1995 EMPLOYEE STOCK PURCHASE PLAN;
(5) FOR THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS, AND AS
SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE
MEETING.
1. Proposal to authorize the For Against Abstain
issuance of the Company's
common stock under the / / / / / /
merger agreement with
Osicom Technologies, Inc.
2. Proposal to change the For Against Abstain
Company's name to
Entrada Networks, Inc. / / / / / /
3. Election of Directors.
Nominees: Gregorio Reyes, William K. Guerry, Charles A. Haggerty,
William J. Schroeder
FOR WITHHELD
ALL / / / / FROM ALL
NOMINEES NOMINEES
/ / ____________________________________________________________
For all nominees except as noted above
4. Proposal to amend the 1995 For Against Abstain
Employee Stock Purchase
Plan to increase the / / / / / /
number of shares reserved
for issuance under the
Plan by an additional
100,000 shares.
5. Proposal to ratify the For Against Abstain
appointment of Ernst &
Young LLP as the Company's / / / / / /
independent auditors for
the fiscal year ending
December 31, 2000.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
NOTE: This Proxy should be marked, dated, signed
by the stockholder(s) exactly as his or her name
appears hereon, and returned in the enclosed
envelope. Persons signing in a fiduciary
capacity should so indicate. If shares are held
by joint tenants or as community property, both
should sign.
Signature:_________________ Date:______ Signature:_________________ Date:______
