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).
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.
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.
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.
