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Form of Proxy

SIDECHANNEL, INC.

Notes

No. Proposition For Against Abstain
1

To approve the amendment of SideChannel, Inc.s certificate of incorporation, as amended (the Certificate of Incorporation), to reduce the number of shares of common stock authorized for issuance from 681,000,000 to 13,100,000 shares and to reduce the number of shares of preferred stock authorized for issuance from 10,000,000 to 1,000,000 shares, and to approve a certificate of amendment to the Certificate of Incorporation to effectuate such reductions.

2

To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve Proposal No. 1.