SEC Info - StoneX Group Inc. - ‘10-K’ for 9/30/20

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StoneX Group Inc. – ‘10-K’ for 9/30/20 – ‘EX-10.19’

On: Monday, 12/14/20, at 4:22pm ET · For: 9/30/20 · Accession #: 913760-20-206 · File #: 1-36045

Previous ‘10-K’: ‘10-K’ on 12/12/19 for 9/30/19 · Next: ‘10-K’ on 11/29/21 for 9/30/21 · Latest: ‘10-K’ on 11/24/23 for 9/30/23 · 26 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

12/14/20  StoneX Group Inc.                 10-K        9/30/20  152:23M

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.60M 
 2: EX-4.5      Instrument Defining the Rights of Security Holders  HTML     43K 
 3: EX-10.17    Material Contract                                   HTML     50K 
 4: EX-10.18    Material Contract                                   HTML    535K 
 5: EX-10.19    Material Contract                                   HTML     69K 
 6: EX-10.20    Material Contract                                   HTML     71K 
 7: EX-21       Subsidiares                                         HTML     52K 
 8: EX-23.1     Consent of Auditor                                  HTML     41K 
 9: EX-31.1     Section 302 CEO Certification                       HTML     44K 
10: EX-31.2     Section 302 CFO Certification                       HTML     44K 
11: EX-32.1     Section 906 CEO Certification                       HTML     41K 
12: EX-32.2     Section 906 CFO Certification                       HTML     41K 
19: R1          Cover                                               HTML    103K 
20: R2          Consolidated Balance Sheets                         HTML    150K 
21: R3          Consolidated Balance Sheets (Parenthetical)         HTML     70K 
22: R4          Consolidated Income Statements                      HTML    149K 
23: R5          Consolidated Statements of Comprehensive Income     HTML     74K 
24: R6          Consolidated Statements of Cash Flows               HTML    193K 
25: R7          Consolidated Statements of Stockholders? Equity     HTML     91K 
26: R8          Description of Business and Significant Accounting  HTML    119K 
                Policies                                                         
27: R9          Leases                                              HTML     62K 
28: R10         Revenue from Contracts with Clients                 HTML    117K 
29: R11         Earnings per Share                                  HTML     58K 
30: R12         Assets and Liabilities, at Fair Value               HTML    265K 
31: R13         Financial Instruments with Off-Balance Sheet Risk   HTML    123K 
                and Concentrations of Credit Risk                                
32: R14         Allowance for Doubtful Accounts                     HTML     57K 
33: R15         Physical Commodities Inventory                      HTML     51K 
34: R16         Property and Equipment, net                         HTML     53K 
35: R17         Goodwill                                            HTML     49K 
36: R18         Intangible Assets                                   HTML     79K 
37: R19         Credit Facilities                                   HTML     97K 
38: R20         Commitments and Contingencies                       HTML     54K 
39: R21         Regulatory Requirements and Subsidiary Dividend     HTML     60K 
                Restrictions                                                     
40: R22         Securities and Commodity Financing Transactions     HTML     96K 
41: R23         Share-Based Compensation                            HTML    121K 
42: R24         Retirement Plans                                    HTML     50K 
43: R25         Other Expenses                                      HTML     54K 
44: R26         Bad Debt on Physical Coal                           HTML     43K 
45: R27         Income Taxes                                        HTML    133K 
46: R28         Acquisitions                                        HTML    147K 
47: R29         Accumulated Other Comprehensive (Loss) Income       HTML     57K 
48: R30         Segment and Geographic Information                  HTML    165K 
49: R31         Quarterly Financial Information (Unaudited)         HTML    122K 
50: R32         Condensed Financial Information of Parent Company   HTML    185K 
                Only Disclosure                                                  
51: R33         Description of Business and Significant Accounting  HTML    184K 
                Policies (Policies)                                              
52: R34         Leases (Tables)                                     HTML     63K 
53: R35         Revenue from Contracts with Clients (Tables)        HTML     92K 
54: R36         Earnings per Share (Tables)                         HTML     56K 
55: R37         Assets and Liabilities, at Fair Value (Tables)      HTML    239K 
56: R38         Financial Instruments with Off-Balance Sheet Risk   HTML    121K 
                and Concentrations of Credit Risk (Tables)                       
57: R39         Allowance for Doubtful Accounts (Tables)            HTML     52K 
58: R40         Physical Commodities Inventory (Tables)             HTML     51K 
59: R41         Property and Equipment, net (Tables)                HTML     51K 
60: R42         Goodwill (Tables)                                   HTML     48K 
61: R43         Intangible Assets (Tables)                          HTML     80K 
62: R44         Credit Facilities (Tables)                          HTML     77K 
63: R45         Regulatory Requirements and Subsidiary Dividend     HTML     51K 
                Restrictions (Tables)                                            
64: R46         Securities and Commodity Financing Transactions -   HTML     95K 
                Gross Obligations Contractual Maturities (Tables)                
65: R47         Share-Based Compensation (Tables)                   HTML    125K 
66: R48         Other Expenses (Tables)                             HTML     54K 
67: R49         Income Taxes (Tables)                               HTML    127K 
68: R50         Acquisitions (Tables)                               HTML    111K 
69: R51         Accumulated Other Comprehensive (Loss) Income       HTML     56K 
                (Tables)                                                         
70: R52         Segment and Geographic Information (Tables)         HTML    153K 
71: R53         Quarterly Financial Information (Unaudited)         HTML    122K 
                (Tables)                                                         
72: R54         Description of Business and Significant Accounting  HTML    100K 
                Policies (Details)                                               
73: R55         Leases - Narrative (Details)                        HTML     54K 
74: R56         Leases - Operating Lease Costs and Other Related    HTML     51K 
                Information (Details)                                            
75: R57         Leases - Maturities of Lease Liabilities (Details)  HTML     59K 
76: R58         Leases - Operating Lease Commitment (Details)       HTML     57K 
77: R59         Revenue from Contracts with Clients - Narrative     HTML     45K 
                (Details)                                                        
78: R60         Revenue from Contracts with Clients - Revenue from  HTML    137K 
                Contracts with Clients (Details)                                 
79: R61         Earnings per Share - EPS Reconciliation (Details)   HTML     59K 
80: R62         Earnings per Share - Narrative (Details)            HTML     41K 
81: R63         Assets and Liabilities, at Fair Value - Narrative   HTML     75K 
                (Details)                                                        
82: R64         Assets and Liabilities, at Fair Value - Financial   HTML    295K 
                Assets and Liabilities Measured at Fair Value                    
                (Details)                                                        
83: R65         Financial Instruments with Off-Balance Sheet Risk   HTML     45K 
                and Concentrations of Credit Risk - Narrative                    
                (Details)                                                        
84: R66         Financial Instruments with Off-Balance Sheet Risk   HTML     92K 
                and Concentrations of Credit Risk - Gross                        
                Derivative Assets and Liabilities by Type and                    
                Balance Sheet Location (Details)                                 
85: R67         Financial Instruments with Off-Balance Sheet Risk   HTML     66K 
                and Concentrations of Credit Risk - TBAs and                     
                Forward Settling Securities (Details)                            
86: R68         Financial Instruments with Off-Balance Sheet Risk   HTML     52K 
                and Concentrations of Credit Risk - Realized                     
                Gains/Losses on Derivative Contracts (Details)                   
87: R69         Allowance for Doubtful Accounts - Narrative         HTML     72K 
                (Details)                                                        
88: R70         Allowance for Doubtful Accounts - Allowance for     HTML     49K 
                Bad Debts (Details)                                              
89: R71         Physical Commodities Inventory - Physical           HTML     50K 
                Commodities Inventory (Details)                                  
90: R72         Physical Commodities Inventory -Narrative           HTML     45K 
                (Details)                                                        
91: R73         Property and Equipment, net - Narrative (Details)   HTML     50K 
92: R74         Property and Equipment, net - Accumulated           HTML     56K 
                Depreciation (Details)                                           
93: R75         Goodwill - Goodwill by Segment (Details)            HTML     50K 
94: R76         Goodwill - Goodwill Reconciliation (Details)        HTML     48K 
95: R77         Intangible Assets - Intangible Assets Acquired      HTML     59K 
                During the Period (Details)                                      
96: R78         Intangible Assets - Gross and Net Intangible        HTML     74K 
                Assets by Major Class (Details)                                  
97: R79         Intangible Assets - Finite-Lived Amortization       HTML     42K 
                Expense (Details)                                                
98: R80         Intangible Assets - Finite-Lived Intangible Assets  HTML     53K 
                Future Amortization Expense (Details)                            
99: R81         Credit Facilities - Number of Credit Facilities     HTML    110K 
                (Details)                                                        
100: R82         Credit Facilities - Senior Secured Notes due 2025   HTML     61K  
                (Details)                                                        
101: R83         Credit Facilities - Credit Facilities and           HTML    103K  
                Financing Bridge Commitment (Details)                            
102: R84         Commitments and Contingencies - Contingencies and   HTML     47K  
                Litigation (Details)                                             
103: R85         Commitments and Contingencies - Purchase            HTML     49K  
                Obligations (Details)                                            
104: R86         Commitments and Contingencies - Self-Insurance      HTML     43K  
                (Details)                                                        
105: R87         Regulatory Requirements and Subsidiary Dividend     HTML     58K  
                Restrictions - Narrative (Details)                               
106: R88         Regulatory Requirements and Subsidiary Dividend     HTML     54K  
                Restrictions - Customer Reserve Requirements                     
                (Details)                                                        
107: R89         Regulatory Requirements and Subsidiary Dividend     HTML     58K  
                Restrictions - Regulatory Capital Requirements                   
                (Details)                                                        
108: R90         Regulatory Requirements and Subsidiary Dividend     HTML     52K  
                Restrictions - Minimum Regulatory Net Capital                    
                (Details)                                                        
109: R91         Securities and Commodity Financing Transactions -   HTML     53K  
                Fair Value of Securities Accepted or Pledged as                  
                Collateral (Details)                                             
110: R92         Securities and Commodity Financing Transactions     HTML     99K  
                (Details)                                                        
111: R93         Share-Based Compensation - Share-based              HTML     42K  
                Compensation Expense (Details)                                   
112: R94         Share-Based Compensation - Stock Option Plan        HTML     54K  
                (Details)                                                        
113: R95         Share-Based Compensation - Stock Option Plan Fair   HTML     51K  
                Value Weighted-Average Assumptions (Details)                     
114: R96         Share-Based Compensation - Stock Options Activity   HTML     95K  
                (Details)                                                        
115: R97         Share-Based Compensation - Options by Exercise      HTML     93K  
                Price (Details)                                                  
116: R98         Share-Based Compensation - Restricted Stock Plan    HTML     48K  
                (Details)                                                        
117: R99         Share-Based Compensation - Restricted Stock Plan    HTML     80K  
                Table (Details)                                                  
118: R100        Retirement Plans Retirement Plans - Defined         HTML     85K  
                Benefit Plans (Details)                                          
119: R101        Retirement Plans Retirement Plans - Defined         HTML     63K  
                Contribution Plans (Details)                                     
120: R102        Other Expenses - Other Expenses Breakout (Details)  HTML     54K  
121: R103        Bad Debt on Physical Coal (Details)                 HTML     52K  
122: R104        Income Taxes - Narrative (Details)                  HTML     74K  
123: R105        Income Taxes - Income Tax Expense (Benefit)         HTML     50K  
                (Details)                                                        
124: R106        Income Taxes - Current and Deferred Taxes           HTML     65K  
                (Details)                                                        
125: R107        Income Taxes - U.S. and International Taxes         HTML     53K  
                (Details)                                                        
126: R108        Income Taxes - Effective Rate Reconciliation        HTML     74K  
                (Details)                                                        
127: R109        Income Taxes - Deferred Tax Assets and Liabilities  HTML     94K  
                (Details)                                                        
128: R110        Acquisitions - Gain Capital Holdings Inc (Details)  HTML     60K  
129: R111        Acquisitions - Gain Capital Holdings Inc            HTML    111K  
                Preliminary Purchase Price Allocation (Details)                  
130: R112        Acquisitions - Gain Capital Holdings Inc Post       HTML     71K  
                Acquisition Results and Unaudited Pro Forma                      
                Information (Details)                                            
131: R113        Acquisitions - UOB Bullion and Futures Limited      HTML     66K  
                (Details)                                                        
132: R114        Acquisitions - Tellimer (Details)                   HTML     64K  
133: R115        Acquisitions - IFCM Commodities (Details)           HTML     52K  
134: R116        Acquisitions - GIROXX (Details)                     HTML     74K  
135: R117        Acquisitions - Quest Capital and Carl Kliem S.A.    HTML     75K  
                (Details)                                                        
136: R118        Acquisitions - GMP Securities, LLC (Details)        HTML     92K  
137: R119        Acquisitions - Coininvest and European Precious     HTML    103K  
                Metal Trading Acquisitions (Details)                             
138: R120        Acquisitions - Fillmore Advisors, LLC Acquisition   HTML     90K  
                (Details)                                                        
139: R121        Acquisitions - PayCommerce Financial Solutions      HTML     75K  
                Acquisition (Details)                                            
140: R122        Accumulated Other Comprehensive (Loss) Income       HTML     76K  
                (Details)                                                        
141: R123        Segment and Geographic Information - Additional     HTML    129K  
                Information (Details)                                            
142: R124        Segment and Geographic Information - Total          HTML     69K  
                Revenues by Geographic Location (Details)                        
143: R125        Quarterly Financial Information (Unaudited)         HTML    117K  
                (Details)                                                        
144: R126        Condensed Financial Information of Parent Company   HTML    134K  
                Only Disclosure - Balance Sheet (Details)                        
145: R127        Condensed Financial Information of Parent Company   HTML     62K  
                Only Disclosure - Balance Sheet (Parentheticals)                 
                (Details)                                                        
146: R128        Condensed Financial Information of Parent Company   HTML    140K  
                Only Disclosure - Income Statement (Details)                     
147: R129        Condensed Financial Information of Parent Company   HTML    185K  
                Only Disclosure - Cash Flows (Details)                           
148: R9999       Uncategorized Items - intl-20200930.htm             HTML     66K  
150: XML         IDEA XML File -- Filing Summary                      XML    283K  
18: XML         XBRL Instance -- intl-20200930_htm                   XML   6.35M 
149: EXCEL       IDEA Workbook of Financial Reports                  XLSX    243K  
14: EX-101.CAL  XBRL Calculations -- intl-20200930_cal               XML    504K 
15: EX-101.DEF  XBRL Definitions -- intl-20200930_def                XML   1.63M 
16: EX-101.LAB  XBRL Labels -- intl-20200930_lab                     XML   3.33M 
17: EX-101.PRE  XBRL Presentations -- intl-20200930_pre              XML   2.28M 
13: EX-101.SCH  XBRL Schema -- intl-20200930                         XSD    358K 
151: JSON        XBRL Instance as JSON Data -- MetaLinks              734±  1.14M  
152: ZIP         XBRL Zipped Folder -- 0000913760-20-000206-xbrl      Zip   1.04M

‘EX-10.19’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Document

Exhibit 10.19

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

AGREEMENT No AGREEMENT No MT4/GCG-07

Date: 9 August 2007

This agreement (hereinafter referred to as “the Agreement”) is made by and between Gain Capital Group, LLC with its principal office located at 550 Hills Drive, Bedminster, N.J. 07921 United States duly represented by its Corporate Operating Officer Chris Calhoun (hereinafter referred to as “the Licensee”) and MetaQuotes Software Corp., #28 Parliament Street, P.O. Box CB-12345, Nassau, Bahamas, duly represented by its General Director Renat Fatkhullin (hereinafter referred to as “the Licensor”). The Licensor and the Licensee may herein-below be jointly referred to as lithe Parties’” and each one in particular, as “a Party”.

WHEREAS:

•The Licensor is a legal owner of exclusive property rights and copyright to MetaTrader trading information system, a computer software package (hereinafter referred to as “the System”), properly registered by the Licensor with the Russian Patent and Trademark Office (“Rospatent”) (Certificate No. 200361 1699 dated July 17, 2003), intended for the provision of brokerage service to customers engaged in Internet trading;

•The Licensor is a legal owner of the MetaTrader trademark, properly registered by the Licensor with the Russian Patent and Trademark Office (“Rospatent”) (Certificate No 2003611699 dated July 17’” 2003);

•The Licensee intends to acquire from the Licensor property rights for the use of the System as intended by this Agreement,

NOW, THEREFORE, the Parties have agreed as follows:

1. SUBJECT OF THE AGREEMENT

1.1. The Licensor shall grant the Licensee property rights for the use of the System as intended by this Agreement.

1.2. Licensee shall be entitled to manufacture copies of the System and perform their copying (hereinafter referred to as “the Licensed Number of Copies”) onto computers (servers, workstations, terminals, portable computers and other digital electronic devices), owned by the Licensee and the third parties approved by the Licensor in accordance with the terms and conditions stipulated in this Agreement.

2. DELIVERY SET

•MetaTrader Server (trading server);

•MetaTrader Data Center (proxy server);

•MetaTrader Manager (Manager/Broker workstation);

•MetaTrader Administrator (Administrator workstation);

•MetaTrader (Client terminal);

•MetaTrader4 Manager API, MetaTrader4 Server API, Datafeed API

All the System components shall be delivered in the form of installation distribution disks and the user manuals shall be built into the software.

Further documentation and technical instructions shall be posted on the MetaQuotes Support Center website at http://support.metaquotes.net. MetaQuotes Support Center access accounts shall be provided after the completion of the Registration Questionnaire (Supplement No. 1).

Registration details required for the conclusion of trading server and client terminal provision contracts shall also be provided in the Questionnaire (Supplement No. 1).

3. DELIVERY TIMES AND PROCEDURE

3.1. The System shall be delivered to the Licensee within three weeks following the execution of this Agreement.

3.2. The delivery shall be affected by a transmission of the System over the Internet to the Licensee’s address in accordance with the terms and conditions of this Agreement.

3.3. All the subsequent upgrades of the System shall be conducted automatically via the inbuilt LiveUpdate service from the liveupdate.metaquotes.net authorized server.

3.4. At the Licensee’s choice, the Licensor may perform a remote installation and primary setup of the System server components on the Licensee’s equipment.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The Licensor shall grant the Licensee a right of use of the Licensed Number of Copies of each System component:

•One working copy of the server (MetaTrader Server);

•One backup copy of the server;

•One demo copy of the server (for training accounts of the ‘demo’ group);

•Unlimited number of copies of proxy servers (Meta Trader Data Center);

•Unlimited number of copies of manager terminals (MetaTrader Manager);

•Unlimited number of copies of administrator terminals (MetaTrader Administrator);

•Unlimited number of copies of MetaTrader client terminals.

The Licensee undertakes to use only the above-mentioned copies of the server components of the MetaTrader Server software. Use of additional copies shall be authorized by the Licensor. Copies of the installed server component may be located at the server sites, either leased or owned by the Licensee. No other installations of the server components are permitted, and the Licensee unconditionally agrees that the breach of this term will entitle the Licensor to termination of this Agreement without any conditions or limitations.

4.2. The Licensee shall pay for the right of use of the System in accordance with the provisions of par. 5. The Licensor shall only extend the Licensee’s right of use of the System subject to the Licensee’s compliance with the provisions of par. 5.

4.3. The Licensor undertakes to correct errors identified in the System software. Such errors shall be corrected within a minimal reasonable time, which, however, shall not exceed 3 (three) days from the date of the submission of an error report file to Licensor.

4.4. The Licensor shall provide free twenty-four-hour technical support of the System for the first 6 (six) months of the date of execution hereof. After the expiration of such 6 (six) months period the technical support shall be provided on a fee basis. The technical support fee might be increased on annual bases.

4.5. Maintenance and warranty service shall be conducted remotely, by transmission and update of the System modules through the LiveUpdate service. In cases where the remote warranty service proves impossible and, as a consequence, the physical presence of the Licensor’s staff at the Licensee’s premises becomes necessary, the related travel and accommodation costs shall be borne by the Licensee.

4.6. The Licensee shall not interfere with the operation of the server components of the LiveUpdate automatic service, which accesses only the Iiveupdate.metaquotes.net server in order to perform the following tasks:

• transmission of notification (the notification details include the name of the company, the server release number and the list of IP addresses attached to the trading server) at the launch of the MetaTrader Server;

• checking and loading of the files of System updates (archived, encrypted and signed with the Licensor’s digital signature);

• transmission of the accumulated error record files in text format (in zip archives). The Licensor guarantees that the LiveUpdate service does not perform any other tasks and does not transmit any other information.

4.7. The Licensor warrants operational efficiency only with respect to the System copies received by the Licensee under this Agreement. Licensee shall accept the delivery of the System with all its in-built components and options.

4.8. As the Licensor does not provide services of an Internet provider or computer equipment installation and monitoring services, it cannot be held liable for any communication and/or equipment failures, delays in reporting of transactions in accounting books or their confirmation or any faults in electric circuits.

4.9. The Licensor shall not be liable for any legal actions or claims of the Licensee’s customers arising from the relations between the Licensee and its customers, relating to the operation of the System or the use by the Licensee and its customers of the Expert Advisors written using the in-built MetaQuotes Language.

4.10. Where the Licensee develops its own software using MetaTrader Server API, it shall obtain Licensor’s written permission for its use in conjunction with the System. Other than this, The Licensor does not guarantee operational efficiency of a System with additional modules developed on the basis of MetaTrader Server API without an expert examination by the Licensor.

4.11. No Licensor’s permit is required for the development by the Licensee of its own software using other MetaTrader API except in the cases where the development is for MetaTrader Server API.

4.12. The Licensor may provide the Licensee with additional White Label licenses for the MetaTrader client terminal subject to execution of an additional Agreement.

4.13. The Licensee consents to posting its corporate name on the Licensor’s web servers in its capacity of the Licensor’s customer.

4.14. The Licensee shall not withhold information directly relating to the Licensor’s copyright and its other proprietary rights in the System.

5. PAYMENT TERMS AND PAYMENT PROCEDURE

5.1. In consideration of the grant to the Licensee of the property rights mentioned in the Agreement, the Licensee shall pay the Licensor a royalty in the amount of *** (***) in accordance with the following schedule:

5.1.1. *** (***) from the date of signing this agreement, and

5.1.2 *** to be paid in installments of *** *** and following each month on the first of each month for the following *** after initial monthly payment.

5.1.3. The cost to offer services to any White Label Partner would be *** (***) per month for technical support fees plus a one-time setup fee of *** (***).

5.2. Payment of the monthly fee for the technical support starts *** after contract execution and is equal to ***.

5.3. Invoices issued by the Licensor are payable within *** days of the date of their receipt. In case of any delay in the payment owed, a penalty is charged at the *** *** per each day of the delay. The total of the penalty cannot exceed the total amount of the payment owed.

5.4. A delay in payment for more than *** after receipt of an invoice shall be considered a material breach of the terms of the Agreement.

6. EFFECTIVE TERMS OF THE AGREEMENT

6.1. The Agreement shall be deemed to be effective from the moment of its execution by both Parties and shall stay in force until the full discharge by the Parties of their respective obligations.

6.2. The Agreement may be terminated subject to mutual consent of the Parties.

6.3. A material breach of the Agreement by any of the Parties may provide proper grounds for termination by the other Party in a manner prescribed by Russian Federation law law.

7. DISPUTE RESOLUTION

7.1. Any disputes arising between the Parties shall be settled through negotiations between them. In the case where a dispute cannot be resolved through negotiations of the Parties, it shall be resolved in the manner prescribed by the current law of Russian Federation.

7.2. Any other issues which are not addressed by this Agreement shall be governed by the current law of Russian Federation.

8. CONFIDENTIALITY PROVISIONS

8.1. Unless otherwise required by law, the Licensee shall observe the conditions of confidentiality with respect to this Agreement and its specific provisions and recognize their commercial value for the Licensor. On this basis, the Licensee shall not disclose the contents of this Agreement to non-affiliated third parties.

8.2. Each of the Parties agrees that, within the effective term of this Agreement, as well as after its expiration, it will treat as confidential and not use for its own purposes or disclose without the prior written consent of the other Party to any third party any confidential information, including, without limitation, any operational or technical data, know-how or other information, business and strategic plans, discoveries, production methods, designs, financial and accounting information, sales and marketing data, customer lists and information, except for the cases where such information:

• exists in the public domain, or

• if already available to such Party at the moment of its disclosure, or

• subsequently passes into the public domain other than through the violation of this Agreement, or

• is subsequently made available by such Party to a third party in a legal manner as required by law.

8.3. Provisions of this Article 8 shall survive the effective term of this Agreement.

8.4. The Licensee shall be required to obtain preliminary written Licensor’s consent (and the Licensor shall not unreasonably withhold such consent) for the disclosure of Confidential materials to third parties in cases where the Licensee is able to prove that it is liable under the law to proceed to such disclosure due to performance of other obligations unrelated to this Agreement.

9. MATERIALS OWNED BY THE LICENSOR

9.1. The “Materials owned by the Licensor” include:

• Licensor’s technical designs, any upgrades of such materials and any parts of such materials in any form, or

• any other information or data, whether in written, graphical or machine-readable form, relating to Licensor’s technical designs received by the Licensee from the Licensor, or

• Licensor’s technical documentation, articles and news obtained from the MetaQuotes Support Center website (http://support.metaquotes.net).

9.2. The Licensee acknowledges that the Materials owned by the Licensor are confidential proprietary information and constitute assets which are valuable for the Licensor. The Licensee shall not use any Materials owned by the Licensor for any purposes other than for the purposes specifically mentioned in the Agreement.

9.3. The Licensee agrees not to disclose or provide any Materials owned by the Licensor or any part thereof, in any form, to any persons other than its employees and employees of the Licensor, agents and other duly authorized persons. The Licensee agrees to take appropriate steps to perform its obligations under this Agreement with respect to copying, modification, protection and integrity of such Materials owned by the Licensor.

9.4. The Licensee shall not perform any disassembling or decompilation of any program entities of the System or attempt otherwise to create, use or modify any software provided by the Licensor, unless such activities are permitted by the conditions of this Agreement.

9.5. The Licensee’s obligations envisaged by this Article 9 shall survive the effective term of this Agreement and continue in force after its termination.

10. MISCELLANEOUS

10.1. Any amendments to this Agreement shall be invalid unless made in written form and executed by both Parties.

11. DETAILS OF THE PARTIES



THE LICENSEE						THE LICENSOR

GAIN Capital Group, LLC						MetaQuotes Software Corp.



550 Hills Drive						#28 Parliament Street,
Bedminster, NJ 07921						P.O. Box CB-12345,
U.S.A.						Nassau, Bahamas

Tel: 1.908.731.0750						Tel.: +7 843 5700037
Fax: 1.908.731.0788						+ 357 25875 134
						Fax: +7 843 5700037 ext. 105

COO: Chris Calhoun						Director: Renat Fatkhullin

/s/ *Chris Calhoun*

SUPPLEMENT No. 1 REGISTRATION QUESTIONNAIRE



1. General company information
Company name						Gain Capital Group, LLC
Email address of the technical support unit

2. General client terminal information
Full mailing address of the company (country, city, ZIP code, correct address)						550 Hills Drive Bedminster,
						N.J. 07921 USA
Telephone/Fax (including the country code)
						www.gaincapital.com;
Corporate website						www.forex.com
Full correct name of the terminal						Forex Trader. Meta
Abbreviated name of the terminal						Forex Trader. Meta

3. Technical administrator contact details
Full name						Andrew Haines
Email						ahaines@gaincapital.com
Telephone (including the country code)						908-212-3908 (US)
ICQ / MSN

4. Servers
IP addresses of trading servers (list, separated by commas)						TBD
Default SMTP server						TBD

5. Access accounts of MetaQuotes Support Center
Full name, email and login						Andrew Haines
						Neil Wilkinson
Full name, email and login						nwilkinson@gaincapital.com
						Ravi Srikantan
Full name, email and login						rsrikantan@gaincapital.com
Passwords will be generated and sent to the indicated emailing addresses.

6. Payment Coordinator
Full name						Dave Cromartie
Email						dcromartie@gaincapital.com
Telephone (including the country code)						908-212-3923
ICQ / MSN

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	12/14/20	4
For Period end:	9/30/20	13F-HR, 5, ARS
	7/17/03
		List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/24/23  StoneX Group Inc.                 10-K        9/30/23  140:20M
11/29/22  StoneX Group Inc.                 10-K        9/30/22  145:23M
11/29/21  StoneX Group Inc.                 10-K        9/30/21  156:24M

23 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/07/20  StoneX Group Inc.                 10-Q        6/30/20  108:15M
 7/31/20  StoneX Group Inc.                 8-K:1,2,7,9 7/31/20    5:329K
 6/11/20  StoneX Group Inc.                 8-K:1,2,7,9 6/11/20    3:1.5M
 2/27/20  StoneX Group Inc.                 8-K:1,9     2/27/20    2:560K
12/12/19  StoneX Group Inc.                 10-K        9/30/19  149:20M
 2/27/19  StoneX Group Inc.                 8-K:1,9     2/22/19    3:1.1M
 1/13/17  StoneX Group Inc.                 DEF 14A     2/23/17    3:1.5M
 1/15/16  StoneX Group Inc.                 DEF 14A     2/25/16    1:1.6M
 7/07/15  StoneX Group Inc.                 8-K:1,2,9   6/30/15    4:1.1M
 5/11/15  StoneX Group Inc.                 8-K:1,2,9   5/05/15    2:69K
 1/11/13  StoneX Group Inc.                 DEF 14A     2/21/13    1:1.5M
 1/13/12  StoneX Group Inc.                 DEF 14A     9/30/11    1:9.2M
 6/24/10  StoneX Group Inc.                 8-K:1,2,9   6/21/10    2:241K                                   R R Donnelley … Filer/FA
10/09/09  StoneX Group Inc.                 8-K:5,9    10/05/09    2:50K                                    Donnelley … Solutions/FA
 8/14/07  StoneX Group Inc.                 10-Q        6/30/07    6:803K                                   Donnelley … Solutions/FA
 1/23/06  StoneX Group Inc.                 DEF 14A     3/08/06    1:300K                                   Donnelley … Solutions/FA
12/30/04  FCStone Group, Inc.               S-4/A¶                19:2.4M                                   Donnelley … Solutions/FA
12/09/04  FCStone Group, Inc.               S-4/A¶                21:6.2M                                   Donnelley … Solutions/FA
 2/11/04  StoneX Group Inc.                 DEF 14A     3/26/04    1:470K                                   Donnelley … Solutions/FA
12/29/03  StoneX Group Inc.                 10KSB       9/30/03    8:766K                                   Donnelley … Solutions/FA
 1/14/03  StoneX Group Inc.                 DEF 14A     2/28/03    1:376K                                   Donnelley … Solutions/FA
12/10/02  StoneX Group Inc.                 8-K:5,7    12/06/02   10:53K                                    Donnelley Fin’l S… 10/FA
10/24/02  StoneX Group Inc.                 8-K:5,7    10/22/02    9:375K                                   Donnelley … Solutions/FA

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Filing Submission 0000913760-20-000206 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)