TENDER AND VOTING AGREEMENT
AND
IRREVOCABLE PROXY
THIS TENDER AND VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of May 31, 1999
(this "Agreement"), is entered into by and between Intel Corporation, a Delaware corporation ("Parent"), and
Intel LMH Acquisition Corporation, a New Jersey corporation and wholly-owned subsidiary of Parent
("Acquisition"), on the one hand, and Joanne Burkhardt, as trustee for Kenneth John Burkhardt, Christopher L
Burkhardt and Juliane N. Burkhardt ("Stockholder"), on the other hand.
WITNESSETH:
WHEREAS, concurrently herewith, Parent, Acquisition, and Dialogic Corporation, a New Jersey corporation
(the "Company"), have entered into an Agreement and Plan of Merger, of even date herewith (as such agreement
may hereafter be amended from time to time, the "Merger Agreement"; initially capitalized and other terms used
but not defined herein shall have the meanings ascribed to them in the Merger Agreement), pursuant to which
Acquisition will make a tender offer (the "Offer") for all outstanding shares of common stock, no par value, of the
Company ("Company Common Stock") and, after Acquisition has accepted tendered shares for payment (the
date on which such acceptance occurs, the "Acceptance Date"), the Company and Acquisition will merge with
the Company as the surviving corporation and wholly-owned subsidiary of Parent (the "Merger");
WHEREAS, Stockholder Beneficially Owns (as defined herein) 103,500 shares of Company Common Stock
(the "Shares"); and
WHEREAS, as an inducement and a condition to entering into the Merger Agreement, Parent and Acquisition
have requested that Stockholder agree, and Stockholder has agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties,
covenants and agreements contained herein, the parties hereto hereby agree as follows:
1. Provisions Concerning Company Common Stock.
(a) Tender of Shares. Stockholder hereby agrees with Parent and Acquisition