EXHIBIT 10.34
AGREEMENT TO AMEND
CONVERTIBLE PROMISSORY NOTE AND REGISTRATION
RIGHTS AGREEMENT AND TO WAIVE BREACHES
This AGREEMENT TO AMEND CONVERTIBLE PROMISSORY NOTE AND
REGISTRATION
RIGHTS
AGREEMENT
AND TO WAIVE
BREACHES is executed on and effective as of the
24th day of
June,
2005 by and
between
NYFIX,
Inc.
("NYFIX")
and
Whitebox
Convertible Arbitrage Partners L.P ("Whitebox" and, with NYFIX, the
"Parties").
WHEREAS,
NYFIX and
Whitebox
entered
into that
certain
Purchase
Agreement
dated as of
December
30,
2004,
as amended on March 30,
2005 (the
"Purchase Agreement");
WHEREAS,
pursuant
to
the
Purchase
Agreement,
NYFIX
issued
to
Whitebox that certain Unsecured Convertible Promissory Note dated
as of December
30, 2004 in the principal
amount of Seven Million Five Hundred Thousand Dollars
($7,500,000) (the "Note");
WHEREAS,
NYFIX and Whitebox entered into that certain
Registration
Rights
Agreement
dated as of
December
30,
2004
(the
"Registration
Rights
Agreement");
WHEREAS,
questions have arisen regarding the rights and obligations
of the
respective
Parties
under
the
Purchase
Agreement,
the
Note and the
Registration Rights Agreement; and
WHEREAS, NYFIX and Whitebox wish to resolve these questions to
their
mutual satisfaction.
NOW THEREFORE,
in consideration of the above premises,
in order to
resolve the aforementioned
questions, and in consideration of the covenants and
promises contained herein, the Parties hereto agree as follows:
1.
The
first
sentence
of
Section
4(b) of the
Note is
hereby
deleted in its entirety and replaced with the following:
"The
'Conversion
Rate'
initial
