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EXHIBIT 9.5
February 4, 1996
Re: IRREVOCABLE PROXY
Ladies and Gentlemen:
In connection with the execution of that certain merger agreement by and
among Xxxxx-Xxxxx Communications, Inc. ("Parent"), HHD Acquisition Corp., and
DiMark, Inc. dated February 4, 1996 (the "Merger Agreement"), the undersigned
("Grantor") hereby irrevocably appoints DiMark, Inc. (or its designees), with
full power of substitution, as proxy for the Grantor to vote the shares of
common stock ("Common Stock") of Parent which the Grantor is entitled to vote
(the "Proxy Shares"), for and in the name, place and stead of the Grantor, at
any meeting of the holders of shares of Parent Common Stock or any adjournments
or postponements thereof or pursuant to any consent in lieu of a meeting, or
otherwise, with respect only to the approval of the Merger Agreement, any
matters related to or in connection with the proposed merger and any corporate
action the consummation of which would violate, frustrate the purposes of, or
prevent or delay the consummation of the transactions contemplated by the
Merger Agreement (including without limitation any proposal to amend the
articles of incorporation or by-laws of the Parent or approve any merger,
consolidation, sale or purchase of any assets, issuance of Parent Common Stock
or any other equity security of Parent (or a security convertible into an
equity security of Parent), reorganization, recapitalization, liquidation or
winding up of or by Parent). The undersigned represents and warrants that the
undersigned has all necessary power and authority to deliver this proxy.
This proxy is coupled with an interest and is expressly made irrevocable
and will expire on the earliest to occur of (i) the closing of the transaction
contemplated by the Merger Agreement, (ii) the termination of the Merger
Agreement pursuant to its terms, or (iii) July 31, 1996.
This proxy shall be filed with the Secretary of Parent.
/s/ Xxxxxxx X. Xxxxx
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Printed Name Xxxxxxx X. Xxxxx
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No. of Proxy Shares 4,888,701
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