STATE OF NEW YORK, CERTIFYING THAT HOTROCKET IS A CORPORATION DULY
ORGANIZED AND EXISTING IN GOOD STANDING UNDER THE LAW OF THE STATE OF NEW YORK,
AND COPIES OF HOTROCKET'S CERTIFICATE OF INCORPORATION, INCLUDING ALL
AMENDMENTS, CERTIFIED BY THE OFFICE OF THE SECRETARY OF STATE OF NEW YORK, AND A
CERTIFICATE FROM THE APPROPRIATE OFFICE OF EACH OTHER STATE IN WHICH HOTROCKET
HAS QUALIFIED TO DO BUSINESS, TO THE EFFECT THAT HOTROCKET IS IN GOOD STANDING
IN EACH STATE AND THAT IT OWES NO TAXES;
(2)
A CERTIFICATE SIGNED BY THE SECRETARY OF
SELLER CERTIFYING AS TO (I) THE CERTIFICATE OF INCORPORATION AND BYLAWS OF
HOTROCKET BEING TRUE AND CORRECT AS OF THE CLOSING DATE, (II) RESOLUTIONS OF THE
SHAREHOLDERS AND THE DIRECTORS OF HOTROCKET, AUTHORIZING AND APPROVING ALL
MATTERS IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY, AND (III) THE INCUMBENCY OF THE EXECUTIVE OFFICERS OF HOTROCKET
EXECUTING THIS AGREEMENT AND ANY RELATED AGREEMENTS;
(3)
THE BILL OF SALE;
(4)
A CERTIFICATE SIGNED BY SELLER'S
SHAREHOLDER THAT (I) THE REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER'S
SHAREHOLDER 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) SELLER AND SELLER'S SHAREHOLDER HAVE 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 SELLER AND SELLER'S SHAREHOLDER FROM CONSUMMATING THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT;
19
(5)
COPIES OF WRITTEN CONSENTS TO THE
ASSIGNMENT OF THOSE CONTRACTS LISTED ON SCHEDULE 4.2(5), WHERE SUCH CONSENTS ARE
REQUIRED BY THE TERMS THEREOF, EXECUTED BY THE COUNTERPARTIES THERETO;
(6)
(A)
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF HOTROCKET, DULY
EXECUTED AND IN SUITABLE FORM FOR FILING WITH THE SECRETARY OF STATE OF THE
STATE OF NEW YORK CHANGING THE NAME OF HOTROCKET TO HRM, INC.;
(b)
a Certificate of Amendment to the Articles
of Incorporation of Adwerks, duly executed and in suitable form for filing with
the Secretary of State of the State of New York changing the name of Adwerks to
AWK, Inc.; and
(c)
a Certificate of Amendment to the Articles
of Incorporation of Clockwork, duly executed and in suitable form for filing
with the Secretary of State of the State of New York changing the name of
Clockwork to P & J, Inc.;
(7)
ALL INFORMATION, INCLUDING LOG-IN
INFORMATION AND PASSWORDS, NECESSARY TO PERMIT PURCHASER TO CHANGE THE
ADMINISTRATIVE CONTACT, BILLING CONTACT, AND TECHNICAL CONTACT FOR THE DOMAIN
NAMES TO PURCHASER, OR TO SUCH OTHER ENTITY AS IS DIRECTED BY PURCHASER;
(8)
INVESTMENT REPRESENTATION LETTERS IN THE
FORM REQUESTED BY TRAFFIX FROM SELLER AND THE SELLER'S SHAREHOLDER REGARDING THE
SHARES;
(9)
THE REGISTRATION RIGHTS AGREEMENT,