Agreement to Extend Election Period under Purchase Agreement between NYFIX, Inc. and Whitebox Convertible Arbitrage Partners L.P.

Summary

NYFIX, Inc. and Whitebox Convertible Arbitrage Partners L.P. have agreed to extend the period during which Whitebox can choose to purchase an additional $2,500,000 convertible promissory note from NYFIX. The new deadline is 10 days after NYFIX files its annual report for 2004. All other terms of the original purchase agreement remain unchanged. This agreement is governed by New York law and allows for signatures by facsimile.

EX-10.33 3 ex1033to10k_12312004.htm sec document

EXHIBIT 10.33 AGREEMENT 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. Pursuant to Section 2.2 of the Purchase Agreement, Whitebox had the option to elect within 90 days after the Closing Date (the "Election Period") to purchase up to an additional $2,500,000 convertible promissory note on the same terms and conditions as the Original Note. The parties hereto agree that the Election Period shall be extended until such date which is 10 days after NYFIX files its Annual Report on Form 10-K for the fiscal year ended December 31, 2004. This agreement shall be governed by and construed in accordance with the laws of the State of New York, This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. A facsimile copy of a signature page shall be deemed an original signature for purposes of this agreement and, notwithstanding Section 6.7 of the Purchase Agreement, a facsimile shall be deemed a proper method of delivery of this agreement. IN WITNESS WHEREOF, the undersigned have duly executed this agreement as of the 30th day of March, 2005. NYFIX, Inc. By: /s/ Peter K Hansen ------------------------------- Name: Peter K. Hansen Title: President & CEO Whitebox Convertible Arbitrage Partners, L.P. Whitebox Convertible Arbitrage Advisors LLC Whitebox Advisors LLC By: /s/ Andrew Redleaf ------------------------------- Name: Andrew Redleaf Title: Managing Member of the General Partner