ESCROW AGREEMENTEscrow Agreement • June 12th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This ESCROW AGREEMENT (this “Agreement”), dated as of [ ], 2006, is by and among SG AMERICAS SECURITIES HOLDINGS, INC. a Delaware corporation (“SGASH”), COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.”), COWEN & CO., 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).
TAX MATTERS AGREEMENTTax Matters Agreement • June 12th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS TAX MATTERS AGREEMENT, dated as of ________________, 2006 among SG Americas, Inc., a Delaware corporation (“SGAI”), SG Americas Securities Holdings, Inc., a Delaware corporation (“SGASH”), Cowen and Company, LLC, a Delaware limited liability company (“Cowen LLC”), and Cowen Group, Inc., a Delaware corporation (“Cowen Inc.”) (each of SGAI, Cowen LLC, SGASH and Cowen Inc. are referred to herein collectively as the “Parties”, and individually, as a “Party”).
March 14, 2006Employment Agreement • June 12th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This letter shall constitute your agreement (“Agreement”) relating to employment with Cowen & Co., LLC. (including any successor entity or its holding company, collectively “Cowen,” or the “Company”) effective as of January 1, 2006, and supersedes and replaces the employment agreement entered into between you and Cowen effective January 1, 2005 (the “Prior Agreement”). The terms and conditions of your employment and compensation are set forth below.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 12th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is made as of , 2006 (the “Effective Date”) by and among Société Générale (“SG”), SG Americas Inc., SG Americas Securities Holdings, Inc. (“SGASH”), Cowen & Co., LLC (“Cowen LLC”) and Cowen Group, Inc. (“Cowen Inc.”).
TRANSITION SERVICES AGREEMENT by and among SOCIÉTÉ GÉNÉRALE SG AMERICAS, INC., SG AMERICAS SECURITIES HOLDINGS, INC., COWEN AND COMPANY, LLC and COWEN GROUP, INC. Dated as of , 2006Transition Services Agreement • June 12th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This Transition Services Agreement, dated as of , 2006, is made by and among SOCIÉTÉ GÉNÉRALE, a French banking corporation (“SG”), SG AMERICAS, INC., a Delaware corporation (“SGAI”), SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH”), COWEN AND COMPANY, LLC, a Delaware limited liability company formerly known as “SG Cowen & Co., LLC” (“Cowen LLC”), and COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.”).
STOCKHOLDERS AGREEMENTStockholders Agreement • June 12th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This STOCKHOLDERS AGREEMENT, dated as of , 2006 (this “Agreement”), is entered into by and between COWEN GROUP, INC., a Delaware corporation (the “Company”), and SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH”).
11,217,392 Shares Cowen Group, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
FULLY DISCLOSED CLEARING AGREEMENT OF SG AMERICAS SECURITIES, LLCFully Disclosed Clearing Agreement • June 12th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT is made and entered into this day of , 20 by and between SG AMERICAS SECURITIES, LLC (“Clearing Agent”), a Delaware limited liability company, and COWEN AND COMPANY, LLC (“Introducing Firm”), a Delaware limited liability company.
