TRANSACTION AGREEMENT and AGREEMENT AND PLAN OF MERGER, by and among COWEN GROUP, INC., LEXINGTONPARK PARENT CORP., LEXINGTON MERGER CORP., PARK EXCHANGE LLC, and RAMIUS LLCTransaction Agreement and Agreement and Plan of Merger • June 5th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • Delaware
Contract Type FiledJune 5th, 2009 Company Industry JurisdictionTRANSACTION AGREEMENT AND AGREEMENT AND PLAN OF MERGER, dated as of June 3, 2009 (this “Agreement”), by and among COWEN GROUP, INC., a Delaware corporation (“Cowen”), LEXINGTONPARK PARENT CORP., a Delaware corporation (“New Parent”), LEXINGTON MERGER CORP., a Delaware corporation and direct wholly owned subsidiary of New Parent (“Merger Sub”), PARK EXCHANGE LLC, a Delaware limited liability company and direct wholly owned subsidiary of New Parent (“Exchange Sub”), and RAMIUS LLC, a Delaware limited liability company (“Ramius”).