COWEN GROUP, INC. (a Delaware corporation) Shares of Class A Common Stock* PURCHASE AGREEMENTPurchase Agreement • December 14th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
Cowen Group, Inc., a Delaware corporation (the “Company”), and RCG Holdings LLC (the “Selling Shareholder”) confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Cowen and Company, LLC, Merrill Lynch, Credit Suisse Securities (USA) LLC and Sandler O’Neill & Partners, L.P. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and sale by the Company and the Selling Shareholder acting severally and not jointly and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to t
June 3, 2009Cowen Group, Inc. • December 14th, 2009 • Security brokers, dealers & flotation companies • New York
As you know, Cowen Group, Inc. (“Cowen”) has entered into a Transaction Agreement and Agreement and Plan of Merger (the “Transaction Agreement”) with LexingtonPark Parent Corp. (the “Company”), Lexington Merger Corp., Park Exchange LLC (the “Exchange Sub”), and Ramius LLC (“Ramius”), pursuant to which, among other things, Cowen will become a wholly owned subsidiary of the Company and Exchange Sub will acquire substantially all of the assets and assume all of the liabilities of Ramius (collectively, the “Transaction”). The Company and Cowen desire to have your continued dedication and service pending and following the Transaction. Accordingly, we are pleased to offer you continued employment with the Company and its subsidiaries, and we look forward to continuing our mutually rewarding and beneficial relationship. This letter agreement (the “Agreement”) will outline the terms of your continued employment. This Agreement will become effective upon the Effective Time (as defined in the Tr
ESCROW AGREEMENT by and among SG AMERICAS SECURITIES HOLDINGS, INC., COWEN GROUP, INC. COWEN AND COMPANY, LLC and JPMORGAN CHASE BANK, N.A. Dated as of July 12, 2006Escrow Agreement • December 14th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This ESCROW AGREEMENT (this “Agreement”), dated as of July 12, 2006, is by and among SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH”), COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.”), COWEN AND COMPANY, LLC, a Delaware limited liability company (“Cowen LLC”) and JPMORGAN CHASE BANK, N.A., a national banking association (the “Escrow Agent”). Capitalized terms which are used but not otherwise defined in this Agreement have the meaning assigned to such terms in the Separation Agreement (as defined below).
INDEMNIFICATION AGREEMENT by and among SOCIÉTÉ GÉNÉRALE, SG AMERICAS SECURITIES HOLDINGS, INC., COWEN AND COMPANY, LLC and COWEN GROUP, INC. Dated as of July 11, 2006Indemnification Agreement • December 14th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS INDEMNIFICATION AGREEMENT, dated as of July 11, 2006, is by and among SOCIÉTÉ GÉNÉRALE, a French banking corporation (“SocGen”), SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH” and, together with SocGen, “SG”), COWEN AND COMPANY, LLC, a Delaware limited liability company (“Cowen LLC”) and COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.” and, together with Cowen LLC, “Cowen”).
ROCK-MCGRAW, INC.Lease • December 14th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
Lease, dated as of October 29th, 1993, between ROCK-McCRAW, INC., a New York corporation, having an office at 1230 Avenue of the Americas, New York, N.Y. 10020 (the “Landlord”), and SOCIÉTÉ GÉNÉRALE, a corporation organized and existing under the laws of the Republic of France, having an office at No. 29 Boulevard Haussman, Paris, France (the “Tenant”),
APPENDIX A June 3, 2009Cowen Group, Inc. • December 14th, 2009 • Security brokers, dealers & flotation companies • New York
This letter (the “Agreement”) is an appendix to your employment letter agreement (the “Executive Letter Agreement”), dated as of June 3, 2009, with Cowen Group, Inc. (“Cowen”) and LexingtonPark Parent Corp. (the “Company”). Defined terms otherwise used in this Agreement shall have the meaning ascribed to them in the Executive Letter Agreement. This Agreement shall constitute your agreement relating to your post-retirement employment with the Company and the BD Subsidiary, effective as of June 3, 2009, as a Senior Advisor. As set forth more fully below, except as otherwise provided in this Agreement, this Agreement shall supersede any and all prior employment agreements and letters relating to your employment with the Company, including the Executive Letter Agreement.
SUPPLEMENTAL INDENTURE, dated May 5, 1998, between ROCK-McGRAW, INC., a New York corporation, having an office at 1221 Avenue of the Americas, New York, N.Y. 10020 (the “Landlord”), and SOCIÉTÉ GÉNÉRALE, a corporation organized and existing under the...Supplemental Indenture • December 14th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
By Lease dated as of October 29, 1993, as the same heretofore may have been amended (the “Original Lease”), certain premises, as therein described, in the building known as 1221 Avenue of the Americas (the “Building”) in the Borough of Manhattan, New York, N.Y., are now leased and demised by the Landlord to the Tenant.
SUBLEASESublease • December 14th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This SUBLEASE (this “Sublease”), dated as of the 14th day of December, 2005 is between SOCIÉTÉ GÉNÉRALE, a corporation organized and existing under the laws of the Republic of France, having an address at 1221 Avenue of the Americas, New York, New York 10020 (“SG”) and SG COWEN & CO., LLC, a Delaware limited liability company, having an address at 1221 Avenue of the Americas, New York, New York 10020 (“Cowen”). Capitalized terms used but not defined in this Sublease shall have the meanings given them in the Primary Lease (as defined below).
BP 599 LEXINGTON AVENUE LLC, Landlord, TO RAMIUS CAPITAL GROUP, LLC, Tenant LEASE Premises at: 599 Lexington AvenueLease • December 14th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building (the “Building”) known as, and with an address at, 599 Lexington Avenue, New York, New York 10022.
