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Exhibit 99.1
(Form of Proxy)
UPROAR INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS - NOVEMBER , 2000
(This Proxy is solicited by the Board of Directors of the Company)
The undersigned stockholder of Uproar Inc. hereby appoints Kenneth D. Cron,
Chief Executive Officer, and Robert D. Marafioti, Secretary, and each of them,
with full power of substitution in each, proxies to vote the shares of stock,
in accordance with the undersigned's specifications, which the undersigned
could vote if personally present at the Special Meeting of Stockholders of
Uproar Inc. to be held at 240 West 35th Street, 11th Floor, New York, New York,
on November , 2000, at a.m., Eastern Standard Time, or any adjournment
thereof.
1. APPROVAL OF THE ISSUANCE OF STOCK TO IWIN.COM, INC. STOCKHOLDERS AND
ASSUMPTION OF OPTIONS AND WARRANTS OF IWIN.COM, INC.
FOR AGAINST ABSTAIN
/ / / / / /
proposal to approve the issuance of common stock of Uproar Inc. to
stockholders of iwin.com, Inc. and the assumption by Uproar Inc. of the
outstanding options and warrants of iwin.com, Inc. pursuant to the
Agreement and Plan of Reorganization, dated July 25, 2000.
2. APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE UPROAR INC. 2000 STOCK
INCENTIVE PLAN
FOR AGAINST ABSTAIN
/ / / / / /
proposal to approve the amendment and restatement of the Uproar Inc. 2000
Stock Incentive Plan to increase the number of shares of Uproar Inc. common
stock reserved for issuance under the Stock Incentive Plan from 6,750,000
to 9,000,000 shares.
3. IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
SPECIAL MEETING.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1 AND
"FOR" PROPOSAL 2.
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Please date and sign exactly as your name appears on the envelope in which this
material was mailed. If shares are held jointly, each stockholder should sign.
Executors, administrators, trustees, etc. should use full title and, if more
than one, all should sign. If the stockholder is a corporation, please sign
full corporate name by an authorized officer. If the stockholder is a
partnership, please sign full partnership name by an authorized person.
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Signature(s) of Stockholder
Dated:
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