Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT, dated as of
January 21, 2005 (this “Agreement”), is between TRAFFIX, INC., a Delaware corporation having an address at One
Blue Hill Plaza, Fifth Floor, Pearl River, New York 10965 (the “Company”); HOT ROCKET MARKETING, INC., a New York
corporation having an address at 220 Mineola Boulevard, Suite 5 & 6,
Mineola, New York 11501 (the “Holder”); and
MARK COLACIOPPO, an individual having an address at 25 Wheatley
Avenue, Albertson, NY 11507 (“Mark”).


 


The parties to
this Agreement, intending to be legally bound hereby, agree as follows:


 


1.     Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Common Stock”
means the common stock, $.001 par value per share, of the Company.


 


“Demand” shall
have the meaning given in Section 3.2.


 


“Demand
Registration” shall have the meaning given in Section 3.2.


 


“Effective
Date” means the date of this Agreement set forth above.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time.


 


“Initiating
Holder” means the Holder or Mark.


 


“Person” means
an individual, partnership, corporation, trust or unincorporated organization,
or a government or agency or political subdivision thereof.


 


“Piggyback
Notice” shall have the meaning given in Section 3.1.


 


“Piggyback
Registration” shall have the meaning given in Section 3.1.


 


“Prospectus”
means the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement and by all other amendments, and
supplements to such prospectus, including post-effective amendments and all
information incorporated by reference in such prospectus.


 


“Registrable
Securities” means any shares of Common Stock (i) issued to the Holder as of the
Effective Date or (ii) issued or issuable to an Initiating Holder after the
Effective Date in either case by virtue of any securities split or combination,
securities dividend or similar event in respect of any of the shares referred to
in clause (i) of this definition; provided, however, that shares
of Common Stock that are Registrable Securities shall cease to be Registrable
Securities upon the sale thereof to any Person other than an Initiating Holder;
and provided, further, that the Company shall have no obligation
hereunder to register any Registrable Securities of an


 





















 


Initiating
Holder if the Company shall deliver to that Initiating Holder an opinion of
counsel to the effect that the proposed sale or disposition of all of the Registrable
Securities for which registration was requested or demanded does not require
registration under the Securities Act for a sale or disposition, and offers to
remove any and all legends restricting transfer from the certificates
evidencing such Registrable Securities in connection with any such sale.


 


“Registration”
shall mean either a Piggyback Registration or a Demand Registration.


 


“Registration
Expenses” means, with respect to any Registration, all registration and filing
fees; fees with respect to filings required to be made with Nasdaq or any other
exchange or market in which Registrable Securities are to be quoted or listed
for trading; fees and expenses of compliance with securities or blue sky laws;
printing expenses; expenses associated with the preparation and distribution of
any Registration Statement, any Prospectus, and amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other
documents relating to the performance of and compliance with this Agreement;
all fees and expenses associated with the listing of any Registrable Securities
on any securities exchange or exchanges; fees and disbursements of counsel for
the Company and its independent certified public accountants; fees and expenses
of underwriters customarily paid by issuers (but specifically excluding any
Selling Expenses); and fees and expenses of other persons retained by the
Company.


 


“Registration
Statement” means any registration statement of the Company filed under the
Securities Act including the Prospectus forming a part thereof, amendments and
supplements to such Registration Statement, including post-effective
amendments, and all exhibits to and all information incorporated by reference
in such registration statement.


 


“SEC” means the
Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time.


 


“Selling
Expenses” means, with respect to any holder of Registrable Securities, all
underwriting discounts, selling commissions and stock transfer or documentary
stamp taxes, if any, applicable to any Registrable Securities registered and
sold by such holder, and all fees and disbursements of any counsel for such
holder.


 


“Underwritten
Offering” means an offering registered under the Securities Act in which
securities are sold to an underwriter, whether on a “firm commitment”, “best
efforts” or other basis, for reoffering to the public.


 


2.     Securities
Subject to this Agreement.  The only
securities entitled to the benefits of this Agreement are the Registrable
Securities.


 


3.     Registration
of Registrable Securities.


 


3.1           Piggyback Registration.


 


If at any time after the Effective Date the Company shall determine to
register any of its equity securities, either for its own account or the account
of a security holder (including,


 





















 


without limitation, pursuant to any public
offering or a demand for registration of any shareholder of the Company) under
the Securities Act other than on Form S-8 or Form S-4, the Company will:  (a) promptly give to the Holder written
notice thereof (the “Piggyback Notice”) and (b) include in such registration
(and any related qualification under blue sky laws or other compliance) and in
any underwriting involved therein, Registrable Securities, if requested to do
so in a written request made within ten (10) days after receipt of the
Piggyback Notice from the Company by any Initiating Holder (a “Piggyback
Registration”); except that if such offering is an Underwritten Offering and
the managing underwriter thereof shall impose a limitation on the number of
securities which may be included in such registration because, in its judgment,
such limitation is necessary to effect an orderly public distribution of the
underwritten securities, then, subject to such limitation, the Company shall
include in such registration securities requested to be registered by Persons
exercising contractual piggy-back registration rights, including pursuant to
this Agreement, pro  rata among the holders so requesting
registration on the basis of the number of securities requested to be
registered by all such holders, except to the extent that the Company’s
contractual obligations existing as of the date hereof to other parties holding
registration rights require that priority be given to such parties.  No Registrable Securities shall be included
in such Underwritten Offering if less than all of the securities with respect
to which the Company seeks inclusion, or with respect to which any party
exercising contractual demand registration rights seeks inclusion, are included
therein.  Any Registrable Securities not
included in the Underwritten Offering shall continue to maintain the piggyback
registration rights provided for in this Section 3.1.


 


3.2           Demand
Registration.


 


(a)           At
any time after the Effective Date until the delivery of a Piggyback Notice and,
subject to the other provisions of this Agreement, the Initiating Holders shall
have the right exercisable on no more than (i) one occasion in any 12-month
period; and (ii) three occasions in the aggregate, by making a written request
to the Company (such request being referred to hereinafter as a “Demand”), to
require that the Company use its reasonable efforts to effect the registration
in accordance with the provisions of the Securities Act of the offering and
sale of  Registrable Securities.  Any Demand shall be addressed to the
attention of the Secretary of the Company, and shall specify the intended
reasonable method of disposition of the Registrable Securities.  A Registration pursuant to this Section 3.2
(a “Demand Registration”) shall be on such appropriate registration form of the
SEC as shall (i) be selected by the Company, and (ii) permit the
disposition of the Registrable Securities in accordance with the intended
method or methods of disposition specified in the Demand.


 


(b)           If,
at the Company’s sole discretion, the Demand Registration is pursuant to an
Underwritten Offering, and the managing underwriter thereof shall impose a
limitation on the number of Registrable Securities which may be included in the
Registration Statement because, in its judgment, such limitation is necessary
to effect an orderly public distribution of the underwritten securities, then
the Company shall be obligated to include in such Registration Statement only such
limited portion (or none, if so required by the managing underwriter) of the
Registrable Securities with respect to which the Initiating Holders have
demanded inclusion hereunder.  No other
securities may be included in such Registration Statement if less than all of
the Registrable Securities with respect to which the Initiating Holders have
demanded inclusion are included therein. 
If the total number of Registrable Securities specified in the Demand


 





















cannot be included as provided in the
preceding sentence, the Initiating Holders shall have the right to an
additional Demand.


 


(c)           The Company may delay the filing of
any Registration Statement pursuant to this Section 3.2 for a reasonable period
of time (but not to exceed 90 days) if, in the good faith judgment of the Board
of Directors of the Company, the Company would be required to include in such
Registration Statement material information which at that time could not be
publicly disclosed without materially interfering with any financing, acquisition,
corporate reorganization or other material development or transaction then
pending or in progress and without other material adverse consequences.  In the event of any such delay, the
Initiating Holders shall have the right to withdraw their request for
Registration and any such withdrawn request that would otherwise have been
considered a Demand shall not be considered for purposes of determining the
maximum number of Demands provided for in Section 3.2(a).


 


3.3           Effective Registration Statement.


 


A Registration shall not be deemed to have
been effected (i) unless a Registration Statement with respect thereto has
become effective and remained effective in compliance with the provisions of
the Securities Act with respect to the disposition of the Registrable
Securities until such time as all of such Registrable Securities included
therein have been disposed of in accordance with the intended methods of
disposition by the Initiating Holders thereof set forth in such Registration
Statement, unless the failure to so dispose of such Registrable Securities
shall be caused in whole or in part by reason of any act or omission on the
part of any Initiating Holder; provided, that with respect to any Registration
Statement filed pursuant to Rule 415 under the Securities Act, such period need
not exceed 180 days, and that with respect to any other such Registration
Statement, such period need not exceed 135 days, or (ii) if, after it has
become effective, such Registration is interfered with by any stop order, injunction
or other order or requirement of the SEC or other governmental agency or court
for any reason not attributable to the Initiating Holders and has not
thereafter become effective.


 


4.             Registration Procedures.


 


In connection
with the Company’s obligations under Section 3, the Company shall use all
reasonable efforts to effect such Registration to permit the sale of
Registrable Securities in accordance with the intended method or methods of
distribution thereof, and pursuant thereto the Company shall as expeditiously
as practicable:


 


(a)           prepare and file with the SEC (which
such filing in the case of a Demand Registration shall be made within ninety
(90) days after the Company’s receipt of a Demand), a Registration Statement on
an appropriate registration form, which Registration Statement shall comply as
to form in all material respects with the requirements of the applicable form
and include or incorporate by reference all financial statements required by
the SEC to be filed therewith or incorporated by reference therein, and in
either case use all reasonable efforts to cause such Registration Statement to
become effective and remain effective in accordance with Section 3.3;


 





















(b)           prepare and file with the SEC such
amendments and post-effective amendments to such Registration Statement as may
be necessary to keep the Registration Statement effective for the applicable
period, or such shorter period which shall terminate when all Registrable
Securities have been sold; cause the Prospectus to be supplemented by any
required Prospectus supplement, and to be filed pursuant to Rule 424 under the
Securities Act; and otherwise take all such actions as may be necessary to
cause the Registration Statement to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the Initiating Holders set forth
in such Registration Statement or supplement to the Prospectus;


 


(c)           if requested by the managing
underwriter or underwriters or an Initiating Holder being offered for sale in
connection with an Underwritten Offering, to the extent required by applicable
law, promptly incorporate in a Prospectus supplement or post-effective
amendment such information as the managing underwriter or underwriters or such
Initiating Holder consider should be included therein relating to the plan of
distribution with respect to such Registrable Securities, including, without
limitation, information with respect to the number of Registrable Securities
being offered for sale, the purchase price being paid therefor and, with
respect to any other terms of the offering, of the Registrable Securities to be
sold in such offering; and make all required filings of such Prospectus
supplement or post-effective amendment as soon as practicable after being
notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;


 


(d)           prior to any public offering of
Registrable Securities, use its reasonable efforts to (i) register or qualify
or cooperate with the Initiating Holders, the underwriters, if any, and their
respective counsel in connection with the Registration or qualification of such
Registrable Securities for offer and sale under the state securities or blue
sky laws of such jurisdictions as any Initiating Holder or underwriter
reasonably requests in writing and (ii) do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by the Registration Statement; provided
that the Company shall not be required to qualify generally to do business in
any jurisdiction where it is not then so qualified or to take any action which
would subject it to general service of process or taxation in any such
jurisdiction where it is not then so subject;


 


(e)           cooperate with the Initiating Holders
and the managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold without any restrictive legends in compliance with the Securities Act;
and enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriter or underwriters may
reasonably request;


 


(f)            use all reasonable efforts to cause
all Registrable Securities covered by the Registration Statement to be listed
an each securities exchange, if any, on which the Common Stock is then listed
or on the Nasdaq Market, if the Common Stock is then traded thereon;


 


(g)           in the case of a firm commitment
underwritten offering, execute an underwriting agreement in form and substance
usual in such transactions; and


 





















(h)           furnish to each Initiating Holder a
signed counterpart, addressed to the underwriters, if any, of:


 


(i)                                     an opinion of counsel for the
Company dated the effective date of such Registration Statement (and, if such
registration includes an underwritten public offering, dated the date of the closing
under the underwriting agreement), reasonably satisfactory in form and
substance to such underwriters, and


 


(ii)                                  a
“comfort” letter, dated the effective date of such Registration Statement (and,
if such registration includes an underwritten public offering, dated the date
of the closing under the underwriting agreement), signed by the independent
certified public accountants who have certified the Company’s financial
statements included in such Registration Statement, covering substantially the
same matters with respect to such Registration Statement (and the prospectus
included therein) and, in the case of the accountants’ letter, with respect to
events subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer’s counsel and in accountants’ letters delivered
to the underwriters in underwritten public offerings of securities and, in the
case of the accountants’ letter, such other financial matters, and, in the case
of the legal opinion, such other legal matters, as such Initiating Holder (or
the underwriters, if any) may reasonably request; and


 


(iii)                               otherwise
reasonably cooperate with the Initiating Holders to carry out the intent of
this Agreement.


 


It shall be a
condition precedent to the obligations of the Company to take any action
pursuant to this Agreement with respect to the Registrable Securities of any
Initiating Holder that such Initiating Holder cooperates with the Company in
preparing such Registration.


 


5.             Indemnification.


 


5.1   Indemnification
by the Company.  In the event of any
registration of any securities of the Company under the Securities Act, the
Company will, and hereby does, indemnify and hold harmless each Initiating
Holder, its officers and directors, each underwriter, broker or any other
person acting on behalf of such Initiating Holder and each other person, if
any, who controls any of the foregoing persons within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such Initiating Holder or any such director or officer or
underwriter or controlling person may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Registration Statement under which such
securities were registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto or any document incident to registration or qualification of
any Registrable Securities or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading or, with respect to
any prospectus, necessary to make the statements therein in light of the
circumstances under which they were made not misleading, or any violation by
the Company of the Securities Act or state securities or blue sky laws
applicable to


 





















the Company and relating to action or
inaction required of the Company in connection with such registration or
qualification under such state securities or blue sky laws; and the Company
will reimburse such Initiating Holder and each such director, officer,
underwriter and controlling person for any legal or any other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, liability, action or proceeding; provided that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such Registration Statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment,
supplement or incidental document in reliance upon and in conformity with
written information furnished to the Company through an instrument duly
executed by or on behalf of any of the foregoing indemnified parties and;
provided further, that the Company shall not be liable to any Person who
participates as an underwriter in the offering or sale of Registrable
Securities or any other Person, if any, who controls such underwriter within
the meaning of the Securities Act, in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of such Person’s failure to send or give a copy of the final
prospectus, as the same may be then supplemented or amended, to the Person
asserting an untrue statement or alleged untrue statement or omission or
alleged omission at or prior to the written confirmation of the sale of
Registrable Securities to such Person if such statement or omission was
corrected in such final prospectus.  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Initiating Holder or any such director, officer,
underwriter or controlling person and shall survive the transfer of such
securities by such Initiating Holder.


 


5.2   Indemnification
by the Initiating Holder.  The Initiating
Holders hereby indemnify and hold harmless (in the same manner and to the same
extent as set forth in Section 5.1) the Company, each officer, director,
employee, representative and agent of the Company, and each other Person, if
any, who controls the Company within the meaning of the Securities Act, with
respect to any statement or alleged statement in or omission or alleged
omission from such Registration Statement, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, if such statement or alleged statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company through an instrument duly executed by or
on behalf of any of the Initiating Holders expressly for use in the
Registration Statement or Prospectus, provided that this indemnification be
several, not joint and several, among such Initiating Holders and the liability
of each such Initiating Holders will be in proportion to and limited to the
gross amount received by such Initiating Holder from the sale of Registrable
Securities pursuant to such Registration Statement.  Such indemnity shall remain in full force and
effect, regardless of any investigation made by or on behalf of the Company or
any such director, officer or controlling person and shall survive the transfer
of such securities by such Initiating Holder.


 


5.3   Notices
of Claims, etc.  Promptly after receipt
by an indemnified party of notice of the commencement of any action or
proceeding involving a claim referred to in the preceding subdivisions of this
Section 5, such indemnified party will, if a claim in respect thereof is
to be made against an indemnifying party, give written notice to the latter of
the commencement of such action, provided that the failure of any indemnified
party to give notice


 





















as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subdivisions of this
Section 5, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. 
In case any such action is brought against an indemnified party, unless
in such indemnified party’s reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist in respect of such claim,
the indemnifying party shall be entitled to participate in and to assume the
defense thereof, jointly with any other indemnifying party similarly notified
to the extent that it may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable for any settlement made by the
indemnified party without its consent (which consent will not be unreasonably
withheld) or for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.  No indemnifying
party shall, without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.


 


5.4   Other
Indemnification.  Indemnification similar
to that specified in the preceding subdivisions of this Section 5 (with
appropriate modifications) shall be given by the Company and each Initiating
Holder with respect to any required registration or other qualification of
securities under any federal or state law or regulation of any governmental
authority other than the Securities Act.


 


5.5   Payments.  The indemnification required by this
Section 5 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.


 


5.6   Contribution.  If the indemnification provided for in this
Agreement shall for any reason be unavailable or insufficient to an indemnified
party under Sections 5.1, 5.2 or 5.4 hereof in respect of any loss,
claim, damage or liability, or any action in respect thereof, or referred to
therein, then each indemnifying party shall, in lieu of indemnifying such
party, contribute to the amount paid or payable by such indemnified party as a
result of such loss, claim, damage or liability, or action in respect thereof,
in such proportion as shall be appropriate to reflect (i) the relative
benefits received by the Company on the one hand and the Initiating Holders
included in the offering on the other hand, from the offering of the
Registrable Securities and (ii) the relative fault of the Company on the
one hand and the Initiating Holders included in the offering on the other, with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other
relevant equitable considerations.  The
relative benefits received by the Company on the one hand and the Initiating
Holders on the other with respect to such offering shall be deemed to be in the
same proportion as the sum of the net proceeds from the offering of the securities
(before deducting expenses) received by the Company bears to the amount of the
total gross proceeds from the offering of the securities (before deducting
expenses) received by the Initiating Holders, and in each case the net proceeds
received from such offering shall be determined as set forth on the table of
the cover page of the prospectus.  The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the
Company or the Initiating


 





















Holders the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The Company
and the Initiating Holders agree that it would not be just and equitable if
contribution pursuant to this Section 5 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to herein.  The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to in this Section 5 shall be deemed to include, for
purposes of this Section 5, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim.  No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.


 


6.             Expenses of Registration.  All Registration Expenses incurred in
connection with any Registration shall be borne by the Company; provided,
however, that the Company shall not be required to pay for any
Registration Expenses if the Registration is subsequently withdrawn at the
request of any Initiating Holder (in which case all Initiating Holders shall
bear such expense) other than as a result of a delay requested by the Company
pursuant to Section 3.2(c).  All Selling
Expenses incurred in connection with any Registration shall be borne, jointly
and severally, by the Initiating Holders; provided, however, that
if any shares other than Registrable Securities are included in a Registration
Statement, such other holders shall bear their pro rata portion of the Selling
Expenses.


 


7.             Holdback.  Each Initiating Holder, if so requested by
the underwriters’ representative or agent in connection with an Underwritten
Offering of any securities covered by a Registration Statement filed by the
Company, whether or not such Initiating Holder’s securities are included
therein, shall not effect any public sale or distribution of shares of Common
Stock or any securities convertible into or exchangeable or exercisable for
shares of Common Stock, including a sale pursuant to Rule 144 under the
Securities Act (except as part of such underwritten or agented Registration),
during the period requested by such representative or agent; provided
that such period shall not be longer in duration than any similar restrictive
period required of executive officers of the Company.  In order to enforce the foregoing covenant,
the Company shall be entitled to impose stop-transfer instructions with respect
to the Registrable Securities of each such holder until the end of such period.


 


8.             Miscellaneous.


 


(a)           Amendments and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless agreed to in writing by all parties hereto.


 


(b)           Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery,
registered first-class mail, telex, telecopier or courier guaranteeing
overnight delivery:


 


(i)            if to An Initiating
Holder, at the most current address given by such Initiating Holder to the
Company in accordance with the provisions of this Section 7(b); and


 





















 


(ii)           if to the Company,
initially at Traffix, Inc., One Blue Hill Plaza, Pearl River, New York 10952,
Attention:  Jeffrey L. Schwartz, Chairman
and Chief Executive Officer, fax (845) 620-1717, and thereafter at such other
address, notice of which is given in accordance with the Provisions of this
Section 7(b).  All such notices and
communications shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; three days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next business day if timely delivered to a courier
guaranteeing overnight delivery.


 


(c)           Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the
parties.


 


(d)           Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(e)           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in New York without regard to principles of
conflicts of laws.


 


(f)            Severability.  Each provision of this Agreement shall be
considered severable, and if for any reason any provision that is not essential
to the effectuation of the basic purposes of the Agreement is determined by a
court of competent jurisdiction to be invalid or unenforceable under existing
or future applicable law, such invalidity shall not impair the operation of or
affect those provisions of this Agreement that are valid.  In that case, this Agreement shall be
construed so as to limit any term or provision so as to make it enforceable or
valid within the requirements of any applicable law, and in the event such term
or provision cannot be so limited, this Agreement shall be construed to omit
such invalid or unenforceable provisions.


 


(g)           Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. 
There are no representations, promises, warranties or undertakings,
other than those set forth or referred to herein with respect to the registration
rights granted by the Company hereby.


 


(h)           Jurisdiction.  Each of the parties hereto hereby irrevocably
consents and submits to the exclusive jurisdiction of the Supreme Court of the
State of New York and the United States District Court for the Southern
District of New York in connection with any proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby, waives any
objection to venue in the County and State of New York, or such District, and
agrees that service of any summons, complaint, notice or other process relating
to such proceeding may be effected in the manner provided by clause (b)(ii) of
this Section 7.


 


(i)            Construction.  As used in this Agreement, unless the context
otherwise requires (i) references to “Sections” are to sections of this
Agreement, (ii) “hereof”, “herein”,


 





















“hereunder” and comparable terms refer to
this Agreement in its entirety and not to any particular part of this
Agreement, (iii) the singular includes the plural and the masculine, feminine
and neutral gender each includes the other, (iv) “including” or “includes”
shall be deemed to be followed by the phrase “without limitation”, and (v)
headings of the various Sections and subsections are for convenience of
reference only and shall not be given any effect for purposes of interpreting
this Agreement.


 





















Witness the due execution hereof, as of the Effective Date first above
written, on behalf of the undersigned thereunto duly authorized.


 


	
   

  	
  TRAFFIX,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Joshua B. Gillon

  	
   

  
	
   

  	
  Title:  Executive Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HOT ROCKET
  MARKETING INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Mark Colacioppo

  	
   

  
	
   

  	
  Title:  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MARK
  COLACIOPPO