Exhibit 4.1


 


 





AMENDMENT
NO. 2 TO THE RIGHTS AGREEMENT


 


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.


 


WHEREAS,
Section 24 of the Rights Agreement permits the Company to amend the Rights Agreement in the manner provided therein at any time
prior to the occurrence of a Section 9(a)(ii) Event; and


 


WHEREAS,
no Section 9(a)(ii) Event has occurred as of the date hereof.


 


NOW, THEREFORE,
the Rights Agreement is hereby amended as follows:


 


Section 1.Amendments
to Rights Agreement. The Rights Agreement is hereby amended as follows:


 


		(a)	Section 1 of the Rights Agreement
                                         is hereby amended as follows:



 


		i)	Subclause (ii) of the definition
                                         of “Acquiring Persons” is amended and restated in its entirety to read as
                                         follows:



 


“(ii)
any Grandfathered Stockholder, unless and until (A) with respect to the VantagePoint Stockholders, all Vantage Stockholders, collectively,
shall acquire after the date hereof Beneficial Ownership of additional shares of Common Stock resulting in the Ownership Percentage
of all VantagePoint Stockholders, collectively, exceeding 30% of the outstanding Common Stock other than any acquisitions of Beneficial
Ownership of Common Stock after the date hereof resulting from (1) the exercise of any options or the vesting of any restricted
shares or restricted stock units, in each case, granted prior to the date hereof to any Vantage Stockholder under any employee
benefit or compensation plan of the Corporation or any of its Subsidiaries, (2) the acquisition of Common Shares under the Corporation’s
401(k) plan, (3) the granting of any options, restricted stock or restricted stock units after the date hereof under any employee
benefit or compensation plan of the Corporation or any of its Subsidiaries where such grant has been approved by the compensation
committee of the Board or (4) the acquisition of Beneficial Ownership of Common Shares from another Grandfathered Stockholder
and (B) with respect to the IPGL Stockholders, all IPGL Stockholders, collectively, shall acquire after the date hereof Beneficial
Ownership of additional shares of Common Stock resulting in the Ownership Percentage of all IPGL Stockholders, collectively, exceeding
their publicly disclosed Ownership Percentage as of the close of business on April 8, 2019 other than any acquisitions of Beneficial
Ownership of Common Stock after the date hereof
resulting from the granting of any options, restricted stock or restricted stock units after the date hereof under any employee
benefit or compensation plan of the Corporation or any of its Subsidiaries where such grant has been approved by the compensation
committee of the Board;”


 




     


     


    




 


		ii)	The definition of “Final
                                         Expiration Date” is amended and restated in its entirety to read as follows:



 


““Final
Expiration Date” means the close of business on April 9, 2022.”


 


		iii)	The definition of “Grandfathered
                                         Stockholder” is amended and restated in its entirety to read as follows:



 


““Grandfathered
Stockholder” means, at any time, any VantagePoint Stockholder and any IPGL Stockholder.”


 


		iv)	The definition of “Ownership
                                         Percentage” is amended and restated in its entirety to read as follows:



 


““Ownership
Percentage” shall mean, with respect to any VantagePoint Stockholder or any IPGL Stockholder, as applicable, the percentage
of the outstanding Common Shares that all of the VantagePoint Stockholders or IPGL Stockholders, as applicable, Beneficially Own
as of any determination date.”


 


		v)	The following new defined term is
                                         added in the appropriate alphabetical order:



 


““IPGL
Stockholder” means IPGL Limited and Fox & Trot, or their respective successors, assigns, designees, heirs, beneficiaries,
trusts, estates or affiliates.”


 


		vi)	The defined term “Edison
                                         Stockholders” is deleted in its entirety.



 


		(b)	The definition of “Acquiring
                                         Persons” in Exhibit B of the Rights Agreement is hereby amended and restated
                                         in its entirety to read as follows:



 


“An
“Acquiring Person” generally means any person who or which, together with all affiliates and associates of
such person obtains beneficial ownership of 15% or more of shares of Common Stock, with certain exceptions including that (1)
VantagePoint Venture Partners IV Principals Fund, L.P., VantagePoint Venture Partners IV (Q), L.P., VP New York Venture Partners,
L.P., VantagePoint Venture Associates IV, L.L.C. and Alan E. Salzman, or their respective successors, assigns, designees, heirs,
beneficiaries, trusts, estates or controlled affiliates will not be considered an “Acquiring Person” so long as such
stockholders do not acquire beneficial ownership of 30% or more of the outstanding Common Stock and (2) IPGL Limited and Fox &
Trot and each of its respective partners or members, as applicable, and their respective successors, assigns,
designees, heirs, beneficiaries, trusts, estates or affiliates will not be considered an “Acquiring Person” so long
as such stockholders do not increase their beneficial ownership of outstanding Common Stock as publicly disclosed on April 8,
2019.”


 




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		(c)	In Exhibit B and Exhibit
                                         C of the Rights Agreement, all references to “April 9, 2019” are amended
                                         and restated so that such references read “April 9, 2022”.



 


		(d)	In Section 1, Exhibit B
                                         and Exhibit C of the Rights Agreement, all references to “$27.50”
                                         are amended and restated so that such references read “$28.00”.



 


Section 2.Certification.
This Section 2 shall constitute a certificate from an Authorized Officer of the Company for purposes of Section 24 of the Rights
Agreement, and the Company and the Authorized Officer signing this Amendment below, on behalf of the Company, (i) hereby certify
that this Amendment is in compliance with the terms of Section 24 of the Rights Agreement and (ii) request and direct that the
Rights Agent execute and deliver this Amendment in accordance with Section 24.


 


Section 3.Effective
Date. This Amendment is effective as of April 8, 2019.


 


Section 4.Full
Force and Effect. Except as expressly amended hereby, the Rights Agreement shall continue in full force and effect unamended
and in accordance with the provisions thereof on the date hereof.


 


Section 5.Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to
contracts to be made and performed entirely within such State.


 


Section 6.Severability.
If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall
remain in full force and effect and shall in no way be affected, impaired or invalidated.


 


Section 7.Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument.


 


[Signature
Page Follows]


 




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IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal by its authorized officers.


 


Dated as of April 8, 2019


 


	 	GAIN CAPITAL HOLDINGS,
    INC.
	 	 
	 	 
	 	By:	/s/ Diego Rotsztain 
	 	 	Name:	Diego Rotsztain
	 	 	Title:	EVP, General Counsel and Secretary



 


 





[Signature
Page to Amendment No. 2 to Rights Agreement]


 








     


     


    

Countersigned:


 


	Broadridge Corporate Issuer Solutions, Inc.

    as Rights Agent
	 
	 
	By:	/s/  John P. Dunn 
	 	Name:	John P. Dunn
	 	Title:	Vice President



 


 





 


 





[Signature
Page to Amendment No. 2 to Rights Agreement]