Cowen Group, Inc. Underwriting AgreementUnderwriting Agreement • October 6th, 2014 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
Cowen Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell $55,000,000 aggregate principal amount of its 8.25% Senior Notes due 2021 (the “Firm Notes”), to the underwriters listed on Schedule I hereto (the “Underwriters”), for whom Sterne, Agee & Leach, Inc. is acting as representative (the “Representative” or “you”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to $8,250,000 aggregate principal amount of 8.25% Senior Notes due 2021, solely to cover any over-allotments (the “Optional Notes” and, together with the Firm Notes, the “Notes”). The Notes will be issued pursuant to an indenture, to be dated as of October 10, 2014 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the first supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to b
