1
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 Xxxxx-Xxxxx Communications,
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. Xxxxxx
------------------------------------
Printed Name: Xxxxxxx X. Xxxxxx
-----------------------
No. of Proxy Shares: 1,411,876
----------------
