GAIN CAPITAL HOLDINGS, INC. AS ISSUER 4.125% CONVERTIBLE SENIOR NOTES DUE [ ]1 INDENTURE DATED AS OF [ ]2 THE BANK OF NEW YORK MELLON AS TRUSTEEIndenture • January 12th, 2015 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • New York
INDENTURE, dated as of [ ]3, 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”).
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
STOCKHOLDERS’ AGREEMENT effective as of October 31, 2014 among GAIN CAPITAL HOLDINGS, INC., CITY INDEX GROUP LIMITED and The Persons listed as “Stockholders” on the Signature Pages heretoStockholders’ Agreement • January 12th, 2015 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • Delaware
STOCKHOLDERS’ AGREEMENT effective as of October 31, 2014 (as amended from time to time, this “Agreement”) among Gain Capital Holdings, Inc., a Delaware corporation (the “Company”), City Index Group Limited (“CIG”) and the Persons listed as “Stockholders” on the signature pages hereto (each, a “Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2015 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • Delaware
This REGISTRATION RIGHTS AGREEMENT (as may be amended from time to time, this “Agreement”) is entered into as of [__], 2015, by and among GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”), City Index Group Limited (“City”), Incap Gaming B.V. (“INCAP”) and each other person identified on Schedule A hereto (each, an “Other Investor” and, together with the Seller (defined below), the “Investors”).
