June 3, 2009 Jeffrey Solomon At the address last on the records of Ramius Dear Jeff:Cowen Group, Inc. • November 5th, 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
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”).
SECURED REVOLVING CREDIT AGREEMENT by and among LEXINGTONPARK PARENT CORP. (to be renamed COWEN GROUP, INC.) Borrower and BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH Administrative Agent Dated as of November 2, 2009Secured Revolving Credit Agreement • November 5th, 2009 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS SECURED REVOLVING CREDIT AGREEMENT (this “Credit Agreement” or the “Agreement”) is dated as of November 2, 2009, by and among LEXINGTONPARK PARENT CORP. (to be renamed COWEN GROUP, INC.) (the “Borrower”), BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH as administrative agent (together with any successor appointed pursuant to Section 11.9 below, the “Administrative Agent”), issuer of the Letter of Credit (in such capacity, the “Issuing Bank”) and provider of Fronting Loans (in such capacity, the “Fronting Lender”) and the several banks and other financial institutions from time to time party hereto, whether as original signatories or pursuant to Section 13.12 (each, a “Lender” and collectively, the “Lenders”) (the “Lenders” and together with the Administrative, and Issuing Bank, and the Fronting Bank, each a “Credit Party” and collectively, the “Credit Parties”).
