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”).
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.
NYFIX, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2006 • Nyfix Inc • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT, dated as of October 12, 2006 (this “Agreement”), among the investors whose names and addresses appear from time to time listed on Schedule I hereto (the “Investors”) and NYFIX, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meaning set forth in the Purchase Agreement (as defined herein).
