0000950103-19-004661 Sample Contracts

AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT
Rights Agreement • April 9th, 2019 • GAIN Capital Holdings, Inc. • Commodity contracts brokers & dealers • Delaware

AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT, dated as of April 8, 2019 (the “Amendment”) to the Rights Agreement dated as of April 9, 2013 (as amended by Amendment No. 1 dated as of April 8, 2016, 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.