0001193125-11-082584 Sample Contracts

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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”).

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SEVENTH LOAN MODIFICATION AGREEMENT
Seventh Loan Modification Agreement • March 30th, 2011 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers

This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 29, 2011, 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 to the Loan Agreement (as defined below) 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”).

January 10, 2010 Diego Rotsztain
GAIN Capital Holdings, Inc. • March 30th, 2011 • Commodity contracts brokers & dealers • New Jersey

On behalf of GAIN Capital Holdings, Inc. (the “Company”), I am pleased to offer you employment as Executive Vice President, General Counsel of the Company on the terms and subject to the conditions set forth in this letter (the “Agreement”) between the Company and Diego Rotsztain (“Executive”).

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