0001444363-13-000065 Sample Contracts

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of September 24, 2013 among GAIN CAPITAL HOLDINGS, INC. and GARY L. TILKIN
Stockholders’ 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.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 12th, 2013 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 24, 2013 by and among Gary L. Tilkin, a natural person and resident of Michigan (“Lender”) and GAIN CAPITAL HOLDINGS, INC., a Delaware corporation (“Borrower”), provides the terms applicable to certain indebtedness incurred by Borrower to Lender as part of the consideration paid to the Seller (as defined in the Stock Purchase Agreement). The parties agree as follows:

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