ASSET EXCHANGE AGREEMENTAsset Exchange Agreement • June 5th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • Delaware
This Asset Exchange Agreement (the “Agreement”), dated as of June 3, 2009, is entered into by and among RAMIUS, LLC (“Ramius”), a Delaware limited liability company, HVB ALTERNATIVE ADVISORS LLC (“Transferor”), a Delaware limited liability company and an indirect wholly-owned subsidiary of HVB AG, BAYERISCHE HYPO- UND VEREINSBANK AG (“HVB AG”), a German corporation, COWEN GROUP INC., a Delaware corporation, and following, the consummation of the transactions contemplated by the Transaction Agreement, the successor to JV Acquiror (“Cowen”), LEXINGTONPARK PARENT CORP., a Delaware corporation (“New Parent”), LEXINGTON MERGER CORP., a Delaware corporation and direct wholly-owned subsidiary of New Parent (“JV Acquiror” and, together with New Parent, collectively the “New Parent Parties”).
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
TRANSACTION 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”).
