EXHIBIT 10.32 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is entered into as of December 30, 2004, by and among NYFIX, INC., a Delaware corporation (the "COMPANY"), and WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS,...Registration Rights Agreement • June 30th, 2005 • Nyfix Inc • Services-computer integrated systems design • New York
Exhibit 10.13 PURCHASE AGREEMENT Purchase Agreement, dated as of October 2, 2002, by and between NYFIX, Inc., a New York corporation (the "Buyer"), and the other signatories hereto (the "Sellers"). WHEREAS, the Sellers currently own 100% of the...Purchase Agreement • March 31st, 2003 • Nyfix Inc • Services-computer integrated systems design • New York
EXHIBIT 10.33 AGREEMENTPurchase Agreement • June 30th, 2005 • Nyfix Inc • Services-computer integrated systems design • New York
Reference is hereby made to that certain Purchase Agreement, dated as of December 30, 2004 (the "Purchase Agreement"), by and among NYFIX, Inc. ("NYFIX") and Whitebox Convertible Arbitrage Partners L.P. ("Whitebox"), pursuant to which Whitebox purchased a $7,500,000 convertible promissory note of NYFIX (the "Original Note"). All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
EXHIBIT 2.2 AMENDMENTS TO OPERATING AGREEMENT OF NYFIX MILLENNIUM, L.L.C. AS OF NOVEMBER 1, 2000 AMENDMENTS TO OPERATING AGREEMENT --------------------------------- To enable NYFIX Millennium, L.L.C. (the "Company") to sell additional membership...Operating Agreement • April 17th, 2002 • Nyfix Inc • Services-computer integrated systems design
W I T N E S S E T H -------------------Rights Agreement • November 3rd, 1999 • Trinitech Systems Inc • Computer peripheral equipment, nec
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 15th, 2002 • Nyfix Inc • Services-computer integrated systems design • New York
Exhibit 99.3 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "AGREEMENT") is entered into as of the 30th day of December, 2004, by and among NYFIX, INC., a Delaware corporation (the "COMPANY"), and WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS L.P., a...Purchase Agreement • January 5th, 2005 • Nyfix Inc • Services-computer integrated systems design • New York
2 3 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.Underwriting Agreement • June 1st, 2001 • Nyfix Inc • Services-computer integrated systems design • New York
EXHIBIT 10.25 ADVANCED RECOVERY (AR) SCHEDULE DATED FEBRUARY 15, 2000 TO THE MASTER AGREEMENT DATED OCTOBER 15, 1997 BETWEEN COMDISCO, INC. ("COMDISCO") AND NYFIX Millennium, LLC (NYFIX, Inc.) ("CUSTOMER") 1. CUSTOMER FACILITY: 2. COMDISCO RECOVERY...Master Agreement • May 28th, 2004 • Nyfix Inc • Services-computer integrated systems design
EXHIBIT 10.2 PURCHASE AGREEMENT Purchase Agreement, dated as of September 26, 2003 (the "Effective Date"), by and between NYFIX, Inc., a New York Corporation (the "Buyer"), and the other signatories hereto (each individually a "Seller" and...Purchase Agreement • November 14th, 2003 • Nyfix Inc • Services-computer integrated systems design • New York
OFLimited Liability Company Operating Agreement • March 31st, 2003 • Nyfix Inc • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 15th, 2002 • Nyfix Inc • Services-computer integrated systems design • New York
EXECUTIVE AGREEMENT AGREEMENT made and effective as of the 1st day of January, 2005, by and between NYFIX, INC. a Delaware corporation with its principal office at 333 Ludlow Street, Stamford, CT 06902, and Jay Shaffer, residing at 445 E. 86th Street,...Executive Agreement • January 6th, 2005 • Nyfix Inc • Services-computer integrated systems design • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 18th, 2006 • Nyfix Inc • Services-computer integrated systems design • Delaware
INDEMNIFICATION AGREEMENT, made and executed this 12th day of October, 2006, by and between NYFIX, Inc., a Delaware corporation (the “Company”), and Cary J. Davis, an individual resident of the State of New York (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among NYSE TECHNOLOGIES, INC., CBR ACQUISITION CORP. and NYFIX, INC. Dated as of August 26, 2009Merger Agreement • August 27th, 2009 • Nyfix Inc • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 26, 2009, by and among NYSE Technologies, Inc., a Delaware corporation (the “Buyer”), CBR Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Merger Sub”), and NYFIX, Inc., a Delaware corporation (the “Company”).
NYFIX CORPORATE HEADQUARTERS STAMFORD HARBOR PARK 333 Ludlow Street Stamford, CT 06902 Tel 203.425.8000 Fax 203.425.8100 WWW.NYFIX.COMEmployment Agreement • May 28th, 2004 • Nyfix Inc • Services-computer integrated systems design • New York
LOAN AGREEMENT First Union Bank of Connecticut 300 Main Street Stamford, Connecticut 06904 (Hereinafter referred to as the "Bank") Trinitech Systems, Inc. 333 Ludlow Street Stamford, Connecticut 06902 (Individually and collectively "Borrower") This...Loan Agreement • March 27th, 1998 • Trinitech Systems Inc • Computer peripheral equipment, nec
THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF...Warrant Agreement • October 18th, 2006 • Nyfix Inc • Services-computer integrated systems design • New York
THIS CERTIFIES THAT, for value received, NYFIX, Inc., a Delaware corporation (the "Company"), promises to issue to Warburg Pincus Private Equity IX, L.P., the holder of this Warrant, its nominees, successors or assigns (the "Holder"), 2,250,000 nonassessable shares of Common Stock, par value $0.001 per share, of the Company ("Common Stock"), upon the payment by the Holder to the Company of the Warrant Price (as defined herein) and to deliver to the Holder a certificate or certificates representing the Common Stock purchased. The number of shares of Common Stock purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as provided herein. The initial Warrant Price (the "Warrant Price") per share of Common Stock shall equal $7.75 per share, subject to adjustment as provided herein.
DATED April 4, 2008Agreement for the Sale and Purchase of Shares • August 20th, 2008 • Nyfix Inc • Services-computer integrated systems design • England and Wales
The Buyer shall be entitled to set-off against any amount otherwise payable to the Sellers pursuant to the provisions of this schedule any amount payable to the Buyer by the Sellers in the event of a breach of any of the Warranties or payable by the Sellers to the Buyer under the Tax Deed.
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2007 • Nyfix Inc • Services-computer integrated systems design • New York
AGREEMENT made and effective as of the 25th day of May, 2006 (the "Effective Date") by and between NYFIX, INC. a Delaware corporation with its principal office at 100 Wall Street, New York, NY 10005, and Donald Henderson, residing at ____________________ (hereinafter "Executive").
EXHIBIT 10.1 EMPLOYMENT AGREEMENT AGREEMENT made and effective as of the 22nd day of October 1997 by and among TRINITECH SYSTEMS, INC. a New York corporation with its principal office at 333 Ludlow Street, Stamford, CT 06902 (hereinafter "Employer" or...Employment Agreement • May 28th, 2004 • Nyfix Inc • Services-computer integrated systems design • New York
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Joint Filing Agreement • August 10th, 2009 • Nyfix Inc • Services-computer integrated systems design
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Amendment No. 1 To January 1, 2005 Executive AgreementExecutive Agreement • February 24th, 2006 • Nyfix Inc • Services-computer integrated systems design
This first amendment (the “Amendment”) to the January 1, 2005 Executive Agreement (the “Agreement”) is executed effective as of February 23, 2006 by and between NYFIX, INC. a Delaware corporation with its principal office at 333 Ludlow Street, Stamford, CT 06902, and Jay Shaffer, residing at [Home Address omitted] (hereinafter “Executive”).
NYFIX, INC. MODEL NON-QUALIFIED STOCK OPTION AGREEMENT (Senior Executive Version)Non-Qualified Stock Option Agreement • October 2nd, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware
Pursuant to the terms of the NYFIX, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”), and subject to the approval of the Plan by the stockholders of NYFIX, NYFIX desires to (i) provide an incentive to the Participant, (ii) encourage the Participant to contribute materially to the growth of NYFIX and its subsidiaries (collectively, the “Company”) and (iii) more closely align the Participant’s economic interests with those of NYFIX stockholders by means of a Nonqualified Stock Option Grant. Whenever capitalized terms are used in this Agreement, they shall have the meanings set forth in this Agreement or, if not defined in this Agreement, as set forth in the Plan.
EXECUTIVE AGREEMENTExecutive Agreement • February 1st, 2006 • Nyfix Inc • Services-computer integrated systems design • New York
AGREEMENT made and effective as of January 31, 2006 (the “Effective Date”) by and between NYFIX, INC. a Delaware corporation with its principal office at 333 Ludlow Street, Stamford, CT 06902 (the “Company”), and Mr. Mark R. Hahn, currently residing at _________________________________ (hereinafter “Executive”).
Re: Employment Agreement dated May 25, 2006 between you and NYFIX, Inc. (the “Agreement”).Employment Agreement • March 16th, 2009 • Nyfix Inc • Services-computer integrated systems design
NYFIX, INC. MODEL RESTRICTED STOCK UNIT AGREEMENT [Senior Executives Only]Restricted Stock Unit Agreement • October 2nd, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware
Pursuant to the terms of the NYFIX, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”) and subject to the approval of the Plan by the stockholders of NYFIX, NYFIX desires to (i) provide an incentive to the Participant, (ii) encourage the Participant to contribute materially to the growth of NYFIX and its subsidiaries (collectively, the “Company”) and (iii) more closely align the Participant’s economic interests with those of NYFIX stockholders by means of a Stock Unit Grant. Whenever capitalized terms are used in this Agreement, they shall have the meanings set forth in this Agreement or, if not defined in this Agreement, as set forth in the Plan.
Employment AgreementEmployment Agreement • January 16th, 2007 • Nyfix Inc • Services-computer integrated systems design • New York
Employment Agreement made and entered into effective as of the 1st day of January, 2007 between NYFIX, Inc., and its subsidiaries and affiliates (“NYFIX”), with offices at 100 Wall Street, New York, N.Y. 10005 and W. Brennan Carley (“Employee”), residing at [address], NY.
COMDISCO BUSINESS CONTINUITY SERVICES MASTER AGREEMENT This Master Agreement is dated October 15, 1997 by and between COMDISCO, INC. ("COMDISCO" or ) with offices at 6111 North River Road, Rosemont, Illinois 60018 and TRINITECH SYSTEMS, INC....Business Continuity Services Master Agreement • May 28th, 2004 • Nyfix Inc • Services-computer integrated systems design • Illinois
PURCHASE AGREEMENT dated as of August 25, 2006 by and among NYFIX INC., and NYFIX OVERSEAS, INC.Purchase Agreement • March 7th, 2007 • Nyfix Inc • Services-computer integrated systems design • New York
PURCHASE AGREEMENT dated as of August 25, 2006 between G.L. Trade S.A, a French corporation, having its registered office at 42 rue Notre Dame des Victoires, 75002 Paris, France (“Buyer”), NYFIX Inc., a Delaware corporation (“Seller”), and NYFIX Overseas, Inc., a Delaware corporation (the “Company”).
ADDENDUM TO ADVANCED RECOVERY SCHEDULE DATED FEBRUARY 15, 2000 TO THE MASTER AGREEMENT DATED OCTOBER 15,1997 BETWEEN SUNGARD RECOVERY SERVICES LP ("SUNGARD") AND NYFIX Millennium, LLC ("CUSTOMER") Page 1 of 1Addendum to Master Agreement • May 28th, 2004 • Nyfix Inc • Services-computer integrated systems design
NYFIX, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN MODEL RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware
Restricted Stock Unit Agreement (this “Agreement”), dated as of October 2, 2007, between NYFIX, Inc. (“NYFIX”) and P. Howard Edelstein (the “Participant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2007 • Nyfix Inc • Services-computer integrated systems design • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 29, 2006, by and among NYFIX, Inc., a Delaware corporation, with headquarters located at 100 Wall Street, New York, NY 10005 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
NYFIX, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN MODEL RESTRICTED STOCK UNIT AGREEMENT [Time-Based Vesting]Restricted Stock Unit Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware
Pursuant to the terms of the NYFIX, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”), NYFIX desires to (i) provide an incentive to the Participant, (ii) encourage the Participant to contribute materially to the growth of NYFIX and its subsidiaries (collectively, the “Company”) and (iii) more closely align the Participant’s economic interests with those of NYFIX stockholders by means of a Stock Unit Grant. Whenever capitalized terms are used in this Agreement, they shall have the meanings set forth in this Agreement or, if not defined in this Agreement, as set forth in the Plan. In consideration of the covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, Participant and NYFIX hereby agree as follows:
NYFIX, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware
Restricted Stock Unit Agreement (this “Agreement”), dated as of October 2, 2007 (the “Date of Grant”), between NYFIX, Inc. (“NYFIX”) and Steven Vigliotti (the “Participant”).
