THIRD LOAN MODIFICATION AGREEMENT

Exhibit 10.16

THIRD LOAN MODIFICATION AGREEMENT

     This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of June 15, 2007, 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 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”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS . Among other indebtedness and obligations which may be owing by Borrower to the Lenders, Borrower is indebted to the Lenders pursuant to a loan arrangement dated as of March 29, 2006, evidenced by, among other documents, a certain Loan and Security Agreement dated as of March 29, 2006, between Borrower and the Lenders, as amended by a certain First Loan Modification Agreement dated as of October 16, 2006, between Borrower and Lenders, and as further amended by a certain Second Loan Modification Agreement dated as of March 20, 2007, between Borrower and Lenders (as amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL . Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral security granted to Agent, for the ratable benefit of the Lenders, the “Security Documents”).

Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.

3. DESCRIPTION OF CHANGE IN TERMS .

     A.  Modifications to Loan Agreement.

“ 2.1.1       Term Loan.

               (a) Availability . Lenders shall, jointly and not severally, shall make one (1) term loan available to Borrower in an amount up to the Term Loan Amount according to each lender’s pro rata share of the Term Loan Amount (based upon the respective Commitment Percentage of each Lender) on or after ten (10) days after the Effective Date subject to the satisfaction of the terms and conditions of this Agreement.

               (b) Repayment . In addition to monthly payments of interest, commencing on October 1, 2006, Borrower shall repay the Term Loan in (i) twelve (12) equal quarterly installments of principal, plus (ii) monthly payments of accrued interest (the “Term Loan Payment” ). Borrower’s final Term Loan Payment, due on the Term Loan Maturity Date, shall include all outstanding principal and accrued and unpaid interest under the Term Loan.”

“ 2.1.1       Term Loan.

               (a) Availability . Lenders shall, jointly and not severally, shall make one (1) term loan available to Borrower in an amount up to the Term Loan Amount according to each lender’s pro rata share of the Term Loan Amount (based upon the respective Commitment Percentage of each Lender) on or within five (5) days after the 2007 Effective Date subject to the satisfaction of the terms and conditions of this Agreement.

               (b) Repayment . Commencing on the first calendar day of the month following the Funding Date with respect to the Term Loan, Borrower shall make sixty (60) monthly payments of interest at the rate set forth in Section 2.3(b)(i). In addition to the monthly payments of interest, commencing on October 1, 2007 and continuing on the first calendar day of each calendar quarter thereafter, Borrower shall repay the Term Loan in twenty (20) equal quarterly installments of principal (each, a “Term Loan Payment” ). Borrower’s final Term Loan Payment, due on the Term Loan Maturity Date, shall include all outstanding principal and accrued and unpaid interest under the Term Loan.”

“(b) Prepayment Fee . The Prepayment Fee, when due hereunder (unless the prepayment occurs in connection with any prepayment required by regulatory actions, in which case no Prepayment Fee shall be due or owing hereunder); and”

“(b) Prepayment Fee . The Prepayment Fee, when due hereunder (except that no Prepayment Fee shall be due and owing hereunder if (i) the prepayment occurs in connection with any prepayment required by regulatory actions, or (ii) if the prepayment occurs after Lenders withhold their consent to the conversion of the outstanding Obligations to subordinated debt, so long as such conversion is required for regulatory reasons); and”

“In addition, the fair salable value of Borrower’s and each of its Subsidiaries’ assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities and will continue to exceed the fair value of its liabilities immediately after the Term Loan advance and Repurchase hereunder.”

“(v) contemporaneously with the submission of such filings or the delivery of such reports, copies of all filings submitted to regulators including, without limitation, the monthly reports delivered to the Commodity Futures Trading Commission;”

“(v) contemporaneously with the submission of such filings or the delivery of such reports, copies of all filings submitted to regulators including, without limitation, the monthly reports delivered to the Commodity Futures Trading Commission and the annual examination conducted by the National Futures Association;”

“(c) Deliver to Agent, on or prior to January 31,2008, Borrower’s 2008 operating plan, in a form acceptable to Agent.”

“6.7 Financial Covenants.

               Borrower and its Subsidiaries shall maintain at all times, to be tested as of the last day of each quarter, on a consolidated basis, unless otherwise noted:

               (a) Debt Service Coverage Ratio . A ratio of EBITDA (plus all other non-cash and/or non-recurring expenses) for the subject quarter to the aggregate amount of Borrower’s quarterly principal payment and monthly interest payments for borrowed money (with respect to the three (3) months during such quarter), in each case calculated as of the last day of each fiscal quarter, of at least (i) 2.0 to 1.0 as of the quarters ending March 31, 2006, June 30, 2006, and September 30, 2006, (ii) 1.50 to 1.0 as of the quarters ending December 31, 2006 and March 31, 2007, (iii) 1.75 to 1.0 as of the quarter ending June 30, 2007, and (iv) 2.0 to 1.0 as of the quarter ending September 30, 2007 and as of the last day of each subsequent fiscal quarter.

               (b) Total Funded Debt/EBITDA . A Total Funded Debt Ratio (with respect to the immediately preceding twelve (12) month period) of a maximum of (i) 2.0 to 1.0 as of the quarters ending March 31, 2006, June 30, 2006, and September 30, 2006, (ii) 1.75 to 1.0 as of the quarter ending December 31, 2006, and (iii) 1.50 to 1.0 as of the quarter ending March 31, 2007 and as of each subsequent quarter ending thereafter.”

“6.7   Financial Covenants.

               Borrower and its Subsidiaries shall maintain at all times, to be tested as of the last day of each quarter, on a consolidated basis, unless otherwise noted:

               (a) Debt Service Coverage Ratio . A ratio of EBITDA (plus all other non-cash and/or non-recurring expenses) for the subject quarter to the aggregate amount of Borrower’s quarterly principal payment and monthly interest payments for borrowed money (with respect to the three (3) months

during such quarter), in each case calculated as of the last day of each fiscal quarter, of at least (i) 2.0 to 1.0 as of the quarters ending March 31, 2006, June 30, 2006, and September 30, 2006, (ii) 1.50 to 1.0 a