COWEN GROUP, INC. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of March 10, 2014 3.00% Cash Convertible Senior Notes due 2019Indenture • March 11th, 2014 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
INDENTURE dated as of March 10, 2014 between COWEN GROUP, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Cowen Inc. Underwriting AgreementUnderwriting Agreement • June 11th, 2018 • Cowen Inc. • Security brokers, dealers & flotation companies • New York
Cowen Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell $90,000,000 aggregate principal amount of its 7.75% Senior Notes due 2033 (the “Firm Notes”), to the underwriters listed on Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC and UBS Securities LLC are acting as representatives (the “Representatives” or “you”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to $10,000,000 aggregate principal amount of 7.75% Senior Notes due 2033, solely to cover any over-allotments (the “Option Notes” and, together with the Firm Notes, the “Notes”). The Notes will be issued pursuant to an indenture, dated as of October 10, 2014 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the third supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indentu
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
COWEN GROUP, INC. and as Trustee INDENTURE Dated as of , 20 SUBORDINATED DEBT SECURITIESIndenture • August 5th, 2014 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
COWEN INC. NOTE PURCHASE AGREEMENT Dated April 25, 2019Note Purchase Agreement • April 29th, 2019 • Cowen Inc. • Security brokers, dealers & flotation companies • New York
The Company has authorized the issue and sale of $[__],000,000 aggregate principal amount of its 7.25% Senior Notes due 2024 (the “Notes”), including the Notes to be issued and sold hereunder. As used herein, the term “Notes” shall mean all Notes delivered pursuant to this Agreement or the Other Agreements (as hereinafter defined), which shall constitute one series of Notes, and all Notes issued in substitution or exchange therefor pursuant to Section 13 of this Agreement or such Other Agreements. Certain capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall govern.
COWEN GROUP, INC. and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of October 10, 2014 SENIOR DEBT SECURITIESIndenture • October 10th, 2014 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS INDENTURE, dated as of October 10, 2014, is entered into by and between COWEN GROUP, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2011 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 16th day of February 2011, by and between Cowen Group, Inc., a Delaware corporation (the “Company”), and George M.L. LaBranche, IV (the “Employee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2020 • Cowen Inc. • Security brokers, dealers & flotation companies • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 31st day of January 2020 (the “Effective Date”), by and between Cowen Inc., a Delaware corporation (the “Company”), and Owen Littman (“Executive”).
CREDIT AGREEMENT Dated as of March 24, 2021 among COWEN INC., as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Swingline Lender and an Issuing Bank, MORGAN STANLEY SENIOR...Credit Agreement • March 30th, 2021 • Cowen Inc. • Security brokers, dealers & flotation companies • New York
Exhibit L-1 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
AGREEMENT AND PLAN OF MERGER among COWEN GROUP, INC., LOUISIANA MERGER SUB, INC. and LABRANCHE & CO INC. Dated as of February 16, 2011Merger Agreement • February 17th, 2011 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 16, 2011 (this “Agreement”), among COWEN GROUP, INC., a Delaware corporation (“Parent”), LOUISIANA MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and LABRANCHE & CO INC., a Delaware corporation (the “Company”).
June 3, 2009Employment Agreement • December 14th, 2009 • Cowen Group, Inc. • 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
June 3, 2009 Jeffrey Solomon At the address last on the records of Ramius Dear Jeff:Employment Agreement • November 5th, 2009 • Cowen Group, Inc. • 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 the Exchange Sub 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 defin
COWEN GROUP, INC. and as Trustee INDENTURE Dated as of , 20 SENIOR DEBT SECURITIESIndenture • August 5th, 2014 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS INDENTURE, dated as of , 20 , is entered into by and between COWEN GROUP, INC., a Delaware corporation (the “Company”), and the , as trustee (the “Trustee”).
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”).
RESTRICTED STOCK UNIT AND DEFERRED CASH AWARD AGREEMENTRestricted Stock Unit and Deferred Cash Award Agreement • May 2nd, 2022 • Cowen Inc. • Security brokers, dealers & flotation companies • New York
THIS RESTRICTED STOCK UNIT AND DEFERRED CASH AWARD AGREEMENT (this “Agreement”) is made by and between Cowen Inc. (the “Company”), and [insert name], (the “Grantee”), as of February 1, 2022 (the “Grant Date”).
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...Lease Agreement • 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.
FORM OF STOCK APPRECIATION RIGHT AGREEMENTStock Appreciation Right Agreement • May 8th, 2013 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This STOCK APPRECIATION RIGHT AGREEMENT (“SAR Agreement”) is dated as of [insert date], 2013 (the “Date of Grant”) and delivered by Cowen Group, Inc. (the “Company”), to [insert name] (the “Grantee”).
EQUITY AWARD AGREEMENTEquity Award Agreement • June 10th, 2010 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
WHEREAS, the Company desires to grant to the Grantee the restricted stock units described herein (the “Award”), subject to the terms of the Cowen Group, Inc. 2010 Equity and Incentive Plan, as amended from time to time (the “Plan”); and
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).
APPENDIX A June 3, 2009Post-Retirement Employment Agreement • December 14th, 2009 • Cowen Group, Inc. • 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.
PERFORMANCE SHARES AWARD AGREEMENTPerformance Shares Award Agreement • May 2nd, 2022 • Cowen Inc. • Security brokers, dealers & flotation companies • New York
This PERFORMANCE SHARES AWARD AGREEMENT (this “Agreement”) is made by and between Cowen Inc. (the “Company”), and (insert name) (the “Grantee”), effective March 1, 2022 (the “Grant Date”).
Nomura Global Financial Products Inc. c/o Nomura Securities International, Inc. Worldwide Plaza 5th Floor New York, NY 10019Warrant Agreement • March 11th, 2014 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Cowen Group, Inc. (“Company”) to Nomura Global Financial Products Inc. (“Nomura”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
LEXINGTONPARK PARENT CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of November 2, 2009 (this “Agreement”), among RAMIUS LLC, a Delaware limited liability company (“Ramius”), BA ALPINE HOLDINGS, INC., a Delaware corporation (“BA”), BAYERISCHE HYPO- UND VEREINSBANK AG, a German corporation (“HVB AG”), HVB ALTERNATIVE ADVISORS LLC, a Delaware corporation and an indirect wholly-owned subsidiary of HVB AG (“HVB” and, together with BA and HVB, the “UCI Parties”), and LEXINGTONPARK PARENT CORP., a Delaware corporation (the “Company”).
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”),
SECOND AMENDMENT TO LEASELease • August 24th, 2010 • Cowen Group, Inc. • Security brokers, dealers & flotation companies
THIS SECOND AMENDMENT TO LEASE dated as of the 20th day of August, 2010 (this “Second Amendment”) by and between BP 599 LEXINGTON AVENUE LLC, a Delaware limited liability company, having an address c/o Boston Properties, Inc., 599 Lexington Avenue, New York, New York 10022, as Landlord (“Landlord”), and COWEN GROUP, INC., a Delaware corporation (formerly known as LexingtonPark Parent Corp., and successor to Ramius LLC) having an address at 599 Lexington Avenue, New York, New York 10022, as Tenant (“Tenant”).
Nomura Global Financial Products Inc. c/o Nomura Securities International, Inc. Worldwide Plaza 309 West 49th Street 5th Floor New York, NY 10019Call Option Transaction • March 11th, 2014 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Nomura Global Financial Products Inc. (“Nomura”) and Cowen Group, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
SECOND SUPPLEMENTAL INDENTURE by and between COWEN INC. as Issuer, and THE BANK OF NEW YORK MELLON as Trustee 7.35% Senior Notes due 2027 Dated as of December 8, 2017 Supplement to Indenture dated as of October 10, 2014Second Supplemental Indenture • December 8th, 2017 • Cowen Inc. • Security brokers, dealers & flotation companies • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 8, 2017, between COWEN INC. (f/k/a Cowen Group, Inc.), a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”).
TERM LOAN AGREEMENT dated as of [●], 2017 among [COWEN GROUP, INC.], as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and as Administrative AgentTerm Loan Agreement • March 30th, 2017 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of [●], 2017, by and among [COWEN GROUP, INC.], a Delaware corporation (the “Borrower”), [Crane Entity] (together with its Lender Affiliates and Approved Funds that may become Lenders after the date hereof, the “Initial Lender”), the other several lenders from time to time party hereto (together with the Initial Lender, the “Lenders”), and [ ], in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
PERFORMANCE SHARES AWARD AGREEMENTPerformance Shares Award Agreement • August 1st, 2019 • Cowen Inc. • Security brokers, dealers & flotation companies • New York
This PERFORMANCE SHARES AWARD AGREEMENT (this “Agreement”) is made by and between Cowen Inc. (the “Company”), and (insert name) (the “Grantee”), effective April 1, 2019 (the “Grant Date”).
INVESTOR RIGHTS AGREEMENT by and between SHANGHAI HUAXIN GROUP (HONGKONG) LIMITED and COWEN GROUP, INC. March 29, 2017Investor Rights Agreement • March 30th, 2017 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This INVESTORS RIGHTS AGREEMENT, dated as of March 29, 2017 (this “Agreement”), is by and between Cowen Group, Inc., a Delaware corporation (“Company”), and Shanghai Huaxin Group (HongKong) Limited, a Hong Kong company (the “Investor”).
Nomura Global Financial Products Inc. c/o Nomura Securities International, Inc. Worldwide Plaza 5th Floor New York, NY 10019Call Option Transaction • March 11th, 2014 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This letter agreement (this “Amendment”) amends the terms and conditions of the transaction (the “Transaction”) evidenced by the letter agreement re: Call Option Transaction between Nomura Global Financial Products Inc. (“Nomura”) and Cowen Group, Inc. (“Counterparty”) dated as of March 4, 2014 (the “Confirmation”). Solely for the purpose of this Amendment, other than Section 2 below, “Trade Date” means March 5, 2014.
TRANSITION AGREEMENTTransition Agreement • December 1st, 2017 • Cowen Inc. • Security brokers, dealers & flotation companies • New York
This Transition Agreement (this “Agreement”) is made as of this 30th day of November, 2017 (the “Execution Date”) by and between Cowen Inc., a Delaware corporation (“Company”), and Peter A. Cohen, an individual (“Executive”). The terms “Party” or “Parties” shall be used to refer to the Company and/or Executive. Capitalized terms not defined herein shall have the meaning ascribed in the Employment Agreement (defined below).
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 1st, 2016 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of July 29, 2016, is by and among COWEN FINANCE HOLDINGS LLC, a Delaware limited liability company (“Finance”), COWEN STRUCTURED HOLDINGS LLC, a Delaware limited liability company (“Structured”), RCG LV PEARL, LLC, a Delaware limited liability company (“Pearl”) and RAMIUS LLC, a Delaware limited liability company (“Ramius”; and together with Finance, Structured and Pearl, each, individually, “Borrower” and, collectively, the “Borrowers”), the Guarantors, the Lenders party hereto, NOMURA CORPORATE FUNDING AMERICAS LLC (the “Departing Lender”) and SUNTRUST BANK, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
RESTRICTED STOCK UNIT AND DEFERRED CASH AWARD AGREEMENTRestricted Stock Unit and Deferred Cash Award Agreement • March 9th, 2012 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS RESTRICTED STOCK UNIT AND DEFERRED CASH AWARD AGREEMENT (this “Agreement”) is made by and between Cowen Group, Inc. (the “Company”), and [NAME], (the “Grantee”), as of February 24, 2012 (the “Grant Date”).
