RIGHTS AGREEMENT dated as of April 9, 2013 between GAIN CAPITAL HOLDINGS, INC. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. as Rights AgentRights Agreement • April 10th, 2013 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New York
AGREEMENT dated as of April 9, 2013 (the “Rights Agreement”), between Gain Capital Holdings, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Delaware corporation, as Rights Agent (the “Rights Agent”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2011 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New Jersey
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 25, 2011 and is by and between GAIN Capital Holdings, Inc., a corporation organized under the laws of Delaware, including its subsidiaries and affiliates (the “Company”) and Jeffrey Scott (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2020 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 22, 2018 (the “Effective Date”) and is by and between GAIN Capital Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”) and Glenn H. Stevens (the “Executive”).
Shares GAIN CAPITAL HOLDINGS, INC. COMMON STOCK (PAR VALUE $0.00001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2010 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New York
The undersigned understands that Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters (the “Underwriters”), of [___] shares (the “Shares”) of the common stock, par value $0.00001 per share, of the Company (the “Common Stock”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2017 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 1, 2016 (the “Effective Date”) and is by and between GAIN Capital Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”) and Jeffrey Scott (the “Executive”). The parties hereto, intending to be legally bound, hereby agree as follows:
CREDIT AGREEMENT dated as of August 2, 2017 betweenCredit Agreement • August 8th, 2017 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New York
[Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided supplementally to the SEC upon request.]
GAIN CAPITAL HOLDINGS, INC. AS ISSUER 5.00% CONVERTIBLE SENIOR NOTES DUE 2022 INDENTURE DATED AS OF AUGUST 22, 2017 THE BANK OF NEW YORK MELLON AS TRUSTEEIndenture • August 23rd, 2017 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New York
INDENTURE, dated as of August 22, 2017, between GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (“Trustee”).
GAIN CAPITAL HOLDINGS, INC.Restricted Stock Unit Agreement • November 6th, 2018 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • Delaware
This RESTRICTED STOCK UNIT AGREEMENT and any appendix thereto (collectively, the "Agreement"), dated as of [DATE] (the "Date of Grant"), is delivered by GAIN Capital Holdings, Inc. (the "Company") to _________________ (the "Grantee").
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among GAIN CAPITAL HOLDINGS, INC. (“BUYER”), TOP THIRD AG MARKETING LLC (“COMPANY”), GLOBAL ASSET ADVISORS, LLC (“GAA”), and MARK GOLD, LUCKY GOOD DOG, L.L.C. and GLENN A. SWANSON (“SELLERS”), and MARK...Membership Interest Purchase Agreement • May 12th, 2014 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New York
This Membership Interest Purchase Agreement (this “Agreement”), dated as of March 7, 2014, is entered into by and among GAIN Capital Holdings, Inc., a Delaware corporation (“Buyer”), Top Third Ag Marketing LLC, a Delaware limited liability company (the “Company”), Mark Gold (“Gold”), Global Asset Advisors, LLC, an Illinois limited liability company (“GAA”), Lucky Good Dog, L.L.C., a Delaware limited liability company (“Lucky Good Dog”), and Glenn A. Swanson (“Swanson” and, together with Gold and Lucky Good Dog, “Sellers”), and Gold, as the “Sellers’ Representative.” Buyer, the Company, GAA, Sellers and the Sellers’ Representative are sometimes referred to in this Agreement individually as a “party” and collectively as the “parties.”
ContractFx Prime Brokerage Master Agreement • December 9th, 2010 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers
Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
ASSET PURCHASE AGREEMENT dated as of February 7, 2017 between GAIN CAPITAL GROUP, LLC, and FOREX CAPITAL MARKETS L.L.C.Asset Purchase Agreement • May 10th, 2017 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New York
AGREEMENT (this “Agreement”) dated as of February 7, 2017 by and between Gain Capital Group, LLC, a Delaware limited liability company (“Buyer”) and Forex Capital Markets L.L.C., a Delaware limited liability company (“Seller”). Buyer and Seller are sometimes collectively referred to herein as the “Parties”.
GAIN CAPITAL HOLDINGS, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 24th, 2010 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of __________ ___, 20__ (the “Date of Grant”), is delivered by GAIN Capital Holdings, Inc. (the “Company”) to _______________ (the “Grantee”).
GAIN CAPITAL HOLDINGS, INC.Restricted Stock Unit Agreement • November 6th, 2018 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • Delaware
This RESTRICTED STOCK UNIT AGREEMENT and any appendix thereto (collectively, the "Agreement"), dated as of [DATE] (the "Date of Grant"), is delivered by GAIN Capital Holdings, Inc. (the "Company") to _______________ (the "Grantee").
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of February 26, 2020 among GAIN CAPITAL HOLDINGS, INC., INTL FCSTONE INC. and GOLF MERGER SUB I INC. #92864921v30Merger Agreement • February 27th, 2020 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • Delaware
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • November 16th, 2009 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • Delaware
This Agreement made and entered into [___], 2009 (“Agreement”), by and between GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”) and [___] (the “Indemnitee”).
GCAM LLC 550 Hills Drive Bedminster, NJ 07921 FOREIGN EXCHANGE PRIME BROKERAGE AGREEMENT Gentlemen:Foreign Exchange Prime Brokerage Agreement • November 16th, 2009 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • England and Wales
This Agreement describes the arrangement pursuant to which Deutsche Bank AG London (“DBAG”) authorizes GCAM, LLC (“Agent”) acting for and on behalf of the Funds specified on Annex D hereto, to act as its agent in executing spot, tom next, forward foreign exchange transactions with a maximum tenor of *** (“FX Transactions”) and currency options (which shall consist of puts and calls that do not have special features, including, but not limited to, single barriers) with a maximum tenor of *** (“Options”) (collectively, the “Counterparty Transactions”) with the Counterparties listed in Annex A hereto (each, a “Counterparty”) and on the terms set forth in Annex B hereto, Capitalized terms not defined herein shall have the meanings assigned to them in the 1998 FX and Currency Option Definitions (as published by the International Swaps and Derivatives Association, Inc” the Emerging Markets Traders Association and The Foreign Exchange Committee). Accordingly, the parties hereto agree as follo
FIRST AMENDMENT OF SUBLEASESublease • November 16th, 2009 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers
FIRST AMENDMENT OF SUBLEASE (this “Agreement”), made as of the 20th day of July 2006. by and between MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company having an office at 85 Challenger Road, Ridgefield Park, New Jersey (“Sublessor”), and GAIN CAPITAL INC., a Delaware corporation, having an office at 550 Hills Drive. Bedminster. New Jersey 07921 (“Sublessee”).
ContractForeign Exchange Prime Brokerage Agency Agreement • November 16th, 2009 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New York
Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of September 24, 2013 among GAIN CAPITAL HOLDINGS, INC. and GARY L. TILKINStockholders’ Agreement • November 12th, 2013 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New York
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of September 24, 2013 (this “Agreement”) among Gain Capital Holdings, Inc., a Delaware corporation (the “Company”) and Gary Tilkin (the “Stockholder”). If the Stockholder shall have Transferred any of his Company Securities to any of his Permitted Transferees (as such terms are defined below), the term “Stockholder” shall include such Permitted Transferees, taken together.
Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed...Licensing Agreement • November 16th, 2009 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers
This agreement (hereinafter referred to as “the Agreement”) is made by and between Gain Capital Group, LLC with its principal office located at 550 Hills Drive, Bedminster, N.J. 07921 United States duly represented by its Corporate Operating Officer Chris Calhoun (hereinafter referred to as “the Licensee”) and MetaQuotes Software Corp., #28 Parliament Street, P.O. Box CB-12345, Nassau, Bahamas, duly represented by its General Director Renat Fatkhullin (hereinafter referred to as “the Licensor”). The Licensor and the Licensee may herein-below be jointly referred to as lithe Parties’” and each one in particular, as “a Party”.
CITY INDEX LIMITED and NIGEL ROSE SERVICE AGREEMENTService Agreement • March 17th, 2016 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers
31 October 2014 CITY INDEX GROUP LIMITED INCAP GAMING B.V. IPGL LIMITED GAIN CAPITAL HOLDINGS, INC. SHARE PURCHASE AGREEMENT for the sale and purchase of shares in City Index (Holdings) LimitedShare Purchase Agreement • January 12th, 2015 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers
SALES LEAD AGREEMENTSales Lead Agreement • December 6th, 2010 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • England
This Sales Lead Agreement (the “Agreement”), is hereby made as of October 9th 2006 (“Effective Date”), by and between GAIN CAPITAL GROUP, LLC a company whose registered office is 550 Hills Drive, Bedminster, NJ 07921, USA, (“SALES AGENT”) and TRADING CENTRAL, a Societe Anonyme, with offices at II BIS RUE SCRIBE 75009 PARIS, FRANCE (RCS Paris 423 512 607) (“Research Provider”).
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENTRights Agreement • April 11th, 2016 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • Delaware
AMENDMENT NO. 1, dated as of April 8, 2016 (the “Amendment”) to the Rights Agreement dated as of April 9, 2013 (the “Rights Agreement”), between Gain Capital Holdings, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Delaware corporation, as Rights Agent (the “Rights Agent”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed to such terms in the Rights Agreement.
Forrester Research Inc. Citation Agreement and ConsentCitation Agreement • November 3rd, 2010 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers
Subject to the terms and conditions set forth in this Agreement (“Agreement”), Forrester Research, Inc. (“Forrester”) hereby agrees (i) to provide the-consent attached hereto as Exhibit A (the “Consent”) to GAIN Capital Holdings, Inc. (“Requester”), with respect to the citation in the Registration Statement on Form S-l/A to be filed by Requester with the U.S. Securities and Exchange Commission (the “Filing”), of the Forrester information that has been published in print specified below (the “Forrester Information”) and (ii) that Requester may file the Consent with the SEC as an exhibit to the Filing. Requester may not file any portion of this Agreement other than the Consent with the SEC.
ACCESS AGREEMENTAccess Agreement • November 16th, 2009 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • Ontario
This Agreement (the “Agreement”), dated as of this 1st day of December, 2004, by and between Questrade, Inc. an Ontario corporation, located at 5001 Yonge Street, Suite 203, Toronto, Ontario Canada M2N 6P6 (“Questrade”), and Gain Capital, Inc., a Delaware Corporation with an office located at 35 Technology Drive, Warren, New Jersey 07059 (“Gain”) (collectively, the “Parties”).
SALES LEAD AGREEMENTSales Lead Agreement • November 16th, 2009 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • England
This Sales Lead Agreement (the “Agreement”), is hereby made as of October 9th 2006 (“Effective Date”), by and between GAIN CAPITAL GROUP, LLC a company whose registered office is 550 Hills Drive, Bedminster, NJ 07921, USA, (“SALES AGENT”) and TRADING CENTRAL, a Societe Anonyme, with offices at II BIS RUE SCRIBE 75009 PARIS, FRANCE (RCS Paris 423 512 607) (“Research Provider”).
International Swap Dealers Association, Inc. MASTER AGREEMENT dated as ofMaster Agreement • January 8th, 2010 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 31st, 2009 • GAIN Capital Holdings, Inc.
THIS PLEDGE AND SECURITY AGREEMENT is made this 29th day of March, 2006, by and among (i) GAIN CAPITAL HOLDINGS, INC. (“Pledgor”) and (ii) SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“SVB”), as agent for the Lenders (“Agent”) and JPMORGAN CHASE BANK, N.A. (“JPMORGAN”) (SVB and JPMORGAN each, individually, a “Lender” and collectively, the “Lenders”).
FIRST AMENDMENT TO UNCONDITIONAL GUARANTYUnconditional Guaranty • September 22nd, 2011 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers
This First Amendment to Unconditional Guaranty (this “Amendment”) is made as of September 16, 2011, by and among SILICON VALLEY BANK (“SVB”), as agent and JPMorgan Chase Bank, N.A. (“JPMorgan”) (SVB and JPMorgan are each a “Lender” and collectively the “Lenders”), GAIN CAPITAL HOLDINGS, INC. (“Borrower”) and GAIN HOLDINGS, LLC (“Guarantor”).
ContractAddendum to Access Agreement • November 16th, 2009 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers
Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
AMENDMENT AGREEMENTAmendment Agreement • November 16th, 2009 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • England and Wales
AMENDMENT AGREEMENT (this “Amendment Agreement”), dated as of January 26, 2006 between Deutsche Bank AG London (“DBAG”) and GCAM LLC (“Agent”). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided in the Foreign Exchange Prime Brokerage Agreement referred to below.
FOURTH WAIVER AND AMENDMENTFourth Waiver and Amendment • August 14th, 2019 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New York
This FOURTH WAIVER AND AMENDMENT (this “Waiver”), dated as of August 8, 2019, is entered into among Gain Capital Holdings, Inc., a Delaware corporation (the “Borrower”), certain affiliates of the Borrower named in the signature pages hereto (the “Subsidiary Guarantors”), the Lenders under the Credit Agreement referred to below (the “Lenders”) and Barclays Bank PLC, as administrative agent (in such capacity the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
FOREX INTRODUCING BROKER AGREEMENT BETWEEN GAIN CAPITAL GROUP, INC. AND TRADESTATION SECURITIES, INC.Forex Introducing Broker Agreement • November 16th, 2009 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • Florida
This FOREX INTRODUCING BROKER AGREEMENT (“Agreement”) is made this 20th day of April, 2005 by and between GAIN Capital Group, Inc., a Delaware corporation (“GAIN”), and TradeStation Securities, Inc., a Florida corporation (“Broker”).
FOURTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • August 31st, 2009 • GAIN Capital Holdings, Inc.
This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 18, 2008, by and among SILICON VALLEY BANK, a California corporation (“SVB”), as collateral agent (the “Collateral Agent”) for the Lenders and administrative agent (the “Administrative Agent”) for the Lenders (Collateral Agent and Administrative Agent are collectively the “Agent”), and the Lenders listed on Schedule 1.1 and otherwise party hereto, including, without limitation, SVB and JPMORGAN CHASE BANK, N.A. (“JPMorgan”) (SVB and JPMorgan are, collectively, the “Joint Bookrunners”) and GAIN CAPITAL HOLDINGS, INC., a Delaware corporation (“Borrower”).
