Amendment and Waiver Agreement to Convertible Promissory Note and Registration Rights Agreement between NYFIX, Inc. and Whitebox Convertible Arbitrage Partners L.P.

 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' initially shall be $5.75 (an amount equal to the product of (i) the average (rounded to the nearest $.01) of the closing prices of Maker's Common Stock on the Trading System for the five consecutive trading days immediately preceding the date hereof, and (ii) 1.16). ." 2. The first sentence of Section 5(a) of the Note is hereby deleted in its entirely and replaced with the following: 1  "If, at any time while any portion of the principal or interest of this Note is outstanding, the closing price of the Maker's Common Stock has exceeded 150% of the Conversion Rate (as computed in Section 4(a) above and subject to adjustment pursuant to Sections 4(b) and 4(c)) for at least 10 trading days in the 30-trading day period ending within five trading days prior to the date of the Maker's Notice, and provided that the Maker has, pursuant to the terms of the Registration Rights Agreement, an effective registration statement under the Act and applicable state securities laws covering the public resale of such shares by Payee, then Maker may elect to cause automatic conversion of all or any portion of the outstanding principal and/or accrued but unpaid interest on this Note into shares of the Maker's Common Stock based on the Conversion Rate (as computed in Section 4(a) above and subject to adjustment pursuant to Sections 4(b) and 4(c)). 3. Section 2.1 of the Registration Rights Agreement is hereby amended as follows: Reference to "June 30, 2005" in the first sentence is changed to "December 31, 2005" and reference to "September 30, 2005" in the fourth sentence is changed to "March 31, 2006." 4. Whitebox agrees to waive any and all breaches and defaults by NYFIX of or under the Purchase Agreement, the Registration Rights Agreement or the Note that occurred from December 30, 2004 up to and including the date of execution and effectiveness of this Agreement. 5. Except as set forth herein, all provisions of the Purchase Agreement, Registration Rights Agreement and the Note remain in full force and effect. 6. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together constitute one instrument. Acknowledged and agreed by: NYFIX, INC. WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, L.P. By /s/ Mark R. Hahn By /s/ Andrew Redleaf ---------------------------- ----------------------------- Its Chief Financial Officer Its Whitebox Advisors, LLC (Managing Member) 2