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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., HHD Acquisition Corp., and DiMark,
Inc. (the "Company") 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 the Company 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 Company 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 Company or approve any
merger, consolidation, sale or purchase of any assets, issuance of Company
Common Stock or any other equity security of the Company (or a security
convertible into an equity security of the Company), reorganization,
recapitalization, liquidation or winding up of or by the Company). 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 the Company.
/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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