June 3, 2009 Thomas Strauss At the address last on the records of Ramius Dear Tom:LexingtonPark Parent Corp • August 17th, 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 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
APPENDIX ALexingtonPark Parent Corp • August 17th, 2009 • Security brokers, dealers & flotation companies • New York
This letter (the “Agreement”) is an appendix to your employment letter agreement, dated as of June 3, 2009, with Park Exchange LLC (the “Exchange Sub”), LexingtonPark Parent Corp. (the “Company”), and Ramius LLC (“Ramius”) (the “Executive Letter Agreement”). 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 HF 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.
LEXINGTONPARK PARENT CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2009 • LexingtonPark Parent Corp • Security brokers, dealers & flotation companies • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 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 INC., 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”).
SECOND AMENDMENT TO THE INVESTMENT REPORTING AGREEMENTThe Investment Reporting Agreement • August 17th, 2009 • LexingtonPark Parent Corp • Security brokers, dealers & flotation companies • New York
THIS SECOND AMENDMENT TO THE INVESTMENT REPORTING AGREEMENT, dated as of June 3, 2009 (this “Second Amendment”), is entered into by and between Ramius Fund of Funds Group LLC (formerly known as Ramius HVB Partners LLC, New York) (the “Investment Manager”), and Bayerische Hypo- und Vereinsbank AG, Munich (the “Investment Reporting Recipient”).
AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • August 17th, 2009 • LexingtonPark Parent Corp • Security brokers, dealers & flotation companies • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT, dated as of June 3, 2009 (this “Amendment”), is entered into by and between Ramius LLC. (“Ramius”), a Delaware limited liability company (f/k/a Ramius Capital Group, L.L.C. and successor by assignment from Ramius Securities, L.L.C.) (“Manager”), and Alpine Cayman Islands Limited (f/k/a Bank Austria Cayman Islands Limited) (“Client”).
VOTING AGREEMENTVoting Agreement • August 17th, 2009 • LexingtonPark Parent Corp • Security brokers, dealers & flotation companies • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of June 3, 2009, is entered into by and among RAMIUS LLC, a Delaware limited liability company (“Ramius”), and the individuals and other parties listed on Schedule A hereto (each, a “Stockholder”, and collectively, the “Stockholders”).
