Cowen Holdings, Inc. Watch

from 8-K 6 pages Cowen Group, Inc. 2009 Carried Interest Equivalent Award

from 10-Q 11 pages 1. Term. This Agreement Provides the Details of the Terms of Your Employment From and Following the Effective Date Until Termination of Your Employment (The “Term”), and Certain Other Terms and Conditions of Your Employment With the Company and Its Subsidiaries That Continue Beyond the Term Unless Otherwise Specified

from 10-Q 9 pages Appendix a June 3, 2009

from 10-Q 13 pages 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 Cowen 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 Defined in the Transaction Agreement) (The “Effective Date”) And, as More Fully Set Forth Below, Shall, as of the Effective Date, Supersede Any and All Prior Employment Agreements and Letters Concerning Your Employment With Cowen and Its Subsidiaries, Including, Without Limitation the Employment Agreement by and Between Cowen and Company, LLC and You, Dated as of March 4, 2008 (The “Previous Employment Agreement”)

from 8-K 27 pages Asset Exchange Agreement

from 425 27 pages Asset Exchange Agreement

from 10-K 11 pages Cowen Group, Inc. 2008 Deferred Cash Award Agreement

from 10-K 11 pages Cowen Group, Inc. 2008 Equity Award Agreement

from 10-K 11 pages Cowen Group, Inc. 2007 Equity Award Agreement

from 8-K 12 pages A. This Letter Provides the Details of the Terms of Your Employment From the Effective Date Through December 31, 2010, Subject to Paragraph 1(b) Below (The “Term”), and Certain Other Terms and Conditions Of, and That Continue Through, Your Employment With the Company Unless Restricted to the Term or as Otherwise Specified

from 8-K 10 pages This Letter Shall Constitute Your Agreement (“Agreement”) Relating to Your Employment With Cowen Group, Inc. (Including Any Successor Entity or Its Holding Company, Collectively “Cowen,” or the “Company”), as a Senior Advisor (Your “Employment”), Effective as of March 4, 2008. as Set Forth More Fully Below, the Agreement Shall Supersede Any and All Prior Employment Agreements and Letters Relating to Your Employment With Cowen. 1. Position, Duties and Responsibilities

from 8-K 8 pages This Agreement (The “Agreement”) Contains the Terms and Conditions of Your Resignation as Chief Executive Officer and President of Cowen Group, Inc., Including All Titles and Positions You May Hold With Any Subsidiaries and/or Affiliates (“Cowen” or the “Company”), Effective as of March 4, 2008 (The “Effective Date”). as Set Forth More Fully Below, This Agreement (The “Agreement”) Shall Supersede Any and All Prior Employment Agreements and Letters Relating to Your Current Employment With Cowen. Set Forth Below Are the Terms and Conditions Concerning Your Resignation From Service With the Company: 1. Resignation. Prior to the Effective Date, You Shall Have Resigned Your Position as Chief Executive Officer and President of the Company, as Well as Any and All Other Titles of and/or Positions With Any Subsidiaries and Affiliates of the Company. 2. Non-Executive Chairman. You Shall Serve as Non-Executive Chairman of the Board of Directors of the Company

from 8-K 16 pages This Letter Shall Constitute Your Agreement (“Agreement”) Relating to Your Employment With Cowen Group, Inc. (Including Any Successor Entity or Its Holding Company, Collectively “Cowen,” or the “Company”), Effective as of November 13, 2007, and Amends and Restates the Employment Agreement Dated March 14, 2006 (The “Prior Agreement”). the Terms and Conditions of Your Employment and Compensation Are Set Forth Below. 1. Position, Duties and Responsibilities

from 8-K 11 pages Cowen Group, Inc. 2007 Equity and Incentive Plan

from 10-K 14 pages Cowen Group, Inc. Executive Incentive Award Agreement

from 10-K 17 pages Cowen Group, Inc. Executive Incentive Award Agreement [U.S. Employees]

from 10-K 5 pages 1. Term. This Letter Provides the Details of Your Compensation Until December 31, 2008 (The “Term”), and Certain Other Terms and Conditions of Your Employment. However, This Letter Is Not a Guarantee of Employment for Any Term or Duration, Since Your Employment Will Be “At Will,” as Defined Under New York Law. 2. Position

from 10-K 10 pages Cowen Group, Inc. 2006 Equity Award Agreement

from 10-Q 10 pages Escrow Agreement by and Among Sg Americas Securities Holdings, Inc., Cowen Group, Inc. Cowen and Company, LLC and Jpmorgan Chase Bank, N.A. Dated as of July 12, 2006

from 10-Q 22 pages Transition Services Agreement by and Among Société Générale, Sg Americas, Inc., Sg Americas Securities Holdings, Inc., Cowen and Company, LLC and Cowen Group, Inc. Dated as of July 12, 2006