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ZANY BRAINY, INC.
PROXY
Annual Meeting of Shareholders
To be held on Wednesday, July 26, 2000
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints KEITH C. SPURGEON and ROBERT A.
HELPERT, or either of them acting singly in the absence of the other,
each with the power to appoint his substitute, the proxies of the
undersigned to attend the Annual Meeting of Shareholders of Zany
Brainy, Inc. (the "Company") to be held on July 26, 2000, at 10:00
a.m., local time, at the offices of Morgan, Lewis & Bockius LLP, 1701
Market Street, Philadelphia, PA 19103, and any adjournment or
postponement thereof, and with all powers the undersigned would
possess if personally present, to vote upon the following matters as
indicated below.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no such directions
are indicated, the proxies will have the authority to vote "FOR" the
approval of the amended and restated agreement and plan of merger and
"FOR" the election of the listed nominees for director. This Proxy
also designates discretionary authority to vote with respect to any
other matters that may properly come before the meeting or any
adjournment or postponement thereof. THE UNDERSIGNED HEREBY
ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE ANNUAL MEETING OF
SHAREHOLDERS AND THE RELATED PROXY STATEMENT.
1. ELECTION OF DIRECTORS
[_] FOR ALL nominees
[_] WITHHELD FROM ALL nominees
Nominees:
Keith C. Spurgeon, C. Donald Dorsey, Robert A. Fox, Henry Nasella, Yves
B. Sisteron, Mary Ann Tocio and David V. Wachs
[_] FOR ALL EXCEPT the nominees indicated on the line immediately below:
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Note: THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE
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(Continued from other side)
2. PROPOSAL TO APPROVE THE AMENDED AND RESTATED AGREEMENT AND PLAN OF
MERGER, DATED AS OF APRIL 21, 2000, AMONG ZANY BRAINY, INC., NOODLE
KIDOODLE, INC. AND NIGHT OWL ACQUISITION, INC.
[_] FOR [_] AGAINST [_] ABSTAIN
3. TO VOTE ON SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING.
Dated: _______________, 2000
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Signature
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Signature
NOTE: Please sign exactly
as name or names appear on
this Proxy. If stock is
held jointly, each holder
must sign. If signing as
attorney-in-fact, executor,
administrator, trustee or
guardian, please add your
title as such, and if
signing as a corporation,
please sign full name of
duly authorized officer or
officers and affix the
corporate seal.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
