OFFICER OF EACH OF TRAFFIX AND NEWCO THAT (I) THE REPRESENTATIONS AND
WARRANTIES OF EACH OF TRAFFIX AND NEWCO CONTAINED IN THIS AGREEMENT ARE TRUE,
CORRECT AND COMPLETE ON AND AS OF THE CLOSING DATE, EXCEPT FOR CHANGES
CONTEMPLATED BY THE AGREEMENT AND EXCEPT FOR THOSE REPRESENTATIONS AND
WARRANTIES THAT ADDRESS MATTERS ONLY AS OF A PARTICULAR DATE (WHICH SHALL REMAIN
TRUE AND CORRECT AS OF SUCH PARTICULAR DATE); (II) EACH OF TRAFFIX AND NEWCO 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; AND (III) THERE IS NO ORDER OR LAW IN EFFECT WHICH PROHIBITS TRAFFIX AND
NEWCO FROM CONSUMMATING THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
(7)
THE REGISTRATION RIGHTS AGREEMENT, AS
EXECUTED BY TRAFFIX;
(8)
AN ASSIGNMENT AND ASSUMPTION AGREEMENT FOR
THOSE CONTRACTS LISTED ON SCHEDULE 4.3(11) HERETO;
(9)
EVIDENCE OF ISSUANCE CONCURRENT WITH THE
CLOSING OF OPTIONS TO PURCHASE AN AGGREGATE OF 55,000 SHARES OF COMMON STOCK
ISSUED IN THE NAMES OF MARK AND THE KEY EMPLOYEES AT CLOSING (SUCH OPTIONS
VESTING IN EQUAL INSTALLMENTS ON EACH OF THE FIRST, SECOND AND THIRD
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);
(10)
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
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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