(WHICH SHALL REMAIN TRUE AND CORRECT AS OF SUCH PARTICULAR
DATE), AND THAT EACH OF TRAFFIX AND NEW SEND HAS PERFORMED AND COMPLIED WITH ALL
COVENANTS AND AGREEMENTS REQUIRED BY THIS AGREEMENT TO BE PERFORMED OR COMPLIED
WITH BY IT ON OR PRIOR TO THE CLOSING DATE;
(6)
THE REGISTRATION RIGHTS AGREEMENT, AS EXECUTED BY TRAFFIX;
(7)
options to purchase an aggregate of 70,000 shares of Common Stock
issued in the names of those employees of Seller designated at Closing by
Seller, provided such designated individuals are employees of Traffix (or any
subsidiary thereof) at Closing (such options vesting in equal installments on
each of their date of grant and the first and second anniversaries of their date
of grant and otherwise governed in accordance with the terms and provisions of
Traffix's 1996 Employee Stock Option Plan, as then amended and restated);
(8)
AN OPINION OF FEDER, KASZOVITZ, ISAACSON, WEBER, SKALA, BASS &
RHINE LLP, COUNSEL TO TRAFFIX AND PURCHASER, DATED THE CLOSING DATE AND
ADDRESSED TO SELLER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO SELLER, TO
THE EFFECT THAT (I) PURCHASER AND TRAFFIX ARE EACH DULY INCORPORATED OR
ORGANIZED, AS THE CASE MAY BE, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE JURISDICTION OF THEIR INCORPORATION OR ORGANIZATION, AS THE CASE MAY
BE, (II) PURCHASER AND TRAFFIX HAVE ALL REQUISITE CORPORATE POWER AND AUTHORITY
TO MAKE, EXECUTE, DELIVER AND PERFORM THIS AGREEMENT AND EACH OTHER DOCUMENT
REQUIRED TO BE EXECUTED, DELIVERED AND PERFORMED BY THEM IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY, AND TO PAY THE PURCHASE PRICE, INCLUDING,
WITHOUT LIMITATION, THE ISSUANCE OF THE SHARE COMPONENT, AS SET FORTH HEREIN,
(IV) THIS AGREEMENT AND ANY OTHER DOCUMENT TO WHICH PURCHASER OR TRAFFIX IS A
PARTY, AS SPECIFIED IN SUCH OPINION, DELIVERED BY PURCHASER HEREUNDER CONSTITUTE
THE VALID AND BINDING OBLIGATIONS OF PURCHASER AND TRAFFIX, AS THE CASE MAY BE,
ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, (V) NEITHER
THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER DOCUMENT TO WHICH
PURCHASER OR TRAFFIX IS A PARTY, NOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, NOR COMPLIANCE WITH AND FULFILLMENT OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT OR ANY OTHER DOCUMENT TO WHICH PURCHASER
OR TRAFFIX IS A PARTY, BY PURCHASER OR TRAFFIX, SHALL CONFLICT WITH, OR RESULT
IN A BREACH OF THE TERMS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT
UNDER THE ARTICLES OF INCORPORATION OR BYLAWS OF PURCHASER OR TRAFFIX; (VI) NO
NOTICE TO OR AUTHORIZATION OF, ANY GOVERNMENT ENTITY REQUIRED BY FEDERAL OR
DELAWARE STATE LAW TO BE OBTAINED BY PURCHASER OR TRAFFIX, WHICH HAS NOT BEEN
GIVEN OR OBTAINED PRIOR TO CLOSING, IS REQUIRED FOR THE CONSUMMATION BY
PURCHASER AND/OR TRAFFIX, AS THE CASE MAY BE, OF THE TRANSACTIONS CONTEMPLATED
HEREBY;
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(vii) the consummation by Purchaser or Traffix of the transactions described
herein shall not violate or result in a breach or default under any federal or
Delaware state Law applicable to Purchaser