0000950120-06-000533 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • September 15th, 2006 • Nyfix Inc • Services-computer integrated systems design • New York

THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”), dated as of September 4, 2006, amends the Rights Agreement dated as of September 1, 1997, between NYFIX, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.), as Rights Agent (the “Rights Agent”), as amended by Amendment No. 1 to Rights Agreement, dated October 25, 1999 (as so amended, the “Rights Agreement”). Terms defined in the Rights Agreement and not otherwise defined herein are used herein as so defined.

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