You are cordially invited to attend a special meeting of stockholders of Cowen Inc., a Delaware corporation (the “Company” or “Cowen”), on [ ],November 15, 2022 at [ ]:[ ]10:00 a.m., Eastern Time (including any adjournment or postponement thereof, the “special meeting”), in a virtual-only meeting format.

On August 1, 2022, the Company, The Toronto-Dominion Bank, a Canadian chartered bank (“TD” or “Parent”), and Crimson Holdings Acquisition Co., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “merger agreement”) pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving the merger (sometimes hereinafter referred to as the “Surviving Corporation”) as a wholly owned subsidiary of Parent. The merger agreement provides that, subject to certain exceptions, each share of Class A common stock, par value $0.01 per share, of the Company (“class A common stock”) and Class B common stock, par value $0.01 per share, of the Company (“class B common stock” and, together with class A common stock, “common stock”) issued and outstanding immediately prior to the effective time of the merger (the “effective time”) will at the effective time automatically be converted into the right to receive $39.00 in cash, without interest (the “merger consideration”), and each share of 5.625% Series A Cumulative Perpetual Convertible Preferred Stock (“preferred stock”) of the Company will remain issued and outstanding following the effective time of the merger as shares of preferred stock of the Surviving Corporation.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto.

The board of directors of the Company (the “Board”) has reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board unanimously (i) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by merger agreement; (ii) determined that it is fair and advisable to, and in the best interests of, the Company and its stockholders to enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement; (iii) directed that the merger agreement be submitted to the stockholders of the company for adoption; (iv) recommended that such stockholders vote their shares of common stock in favor of the adopting the merger agreement and approving the transactions contemplated thereby (including the merger); and (v) authorized the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the merger and the other transactions contemplated by the merger agreement.

At the special meeting, you will be asked to consider and vote on (i) a proposal to adopt the merger agreement and approve the transactions contemplated thereby (including the merger) (the “merger proposal”), (ii) a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of Cowen in connection with the consummation of the merger (the “advisory compensation proposal”) and (iii) a proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger proposal (the “adjournment proposal”). The Board unanimously recommends you vote “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

Your vote is important. Whether or not you plan to attend the virtual special meeting, we want to make sure your shares are represented at the meeting. You may cast your vote by submitting your proxy in advance of the virtual special meeting by internet, telephone or mail.

After reading the accompanying proxy statement, please authorize a proxy to vote your shares of common stock by internet or telephonically as described in the accompanying proxy statement, or, if you received a paper copy of the proxy card, by completing, dating, signing and returning your proxy card or vote your shares by attending and voting at the virtual special meeting. Instructions regarding the methods of authorizing your proxy

The merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [ ],October 11, 2022 and is first being mailed to Cowen stockholders on or about [ ],October 11, 2022.

You are cordially invited to attend a special meeting of stockholders of Cowen Inc., a Delaware corporation (the “Company” or “Cowen”), to be held on [ ],November 15, 2022 at [ ]10:00 a.m., Eastern Time (including any adjournment or postponement thereof, the “special meeting”), in a virtual-only meeting format. To access the virtual meeting, stockholders should visit [ ].www.virtualshareholdermeeting.com/COWN2022SM. The special meeting is being held for the purpose of acting on the following matters:

This proxy statement contains information relating to a special meeting of stockholders Cowen Inc., a Delaware corporation (“Cowen”, the “Company”, “we”, “us” or “our”). All references to “TD” or “Parent” refer to The Toronto-Dominion Bank, a Canadian chartered bank; all references to “Merger Sub” refer to Crimson Holdings Acquisition Co., a Delaware corporation and an indirect wholly owned subsidiary of Parent.

The special meeting will be held on [ ],November 15, 2022 at [ ]10:00 a.m., Eastern Time (including any adjournment or postponement thereof, the “special meeting”), in a virtual-only meeting format. We are furnishing this proxy statement to holders (“Cowen stockholders”) of Class A common stock, par value $0.01 per share, of the Company (“class A common stock”) and Class B common stock, par value $0.01 per share, of the Company (“class B common stock” and, together with class A common stock, “common stock”) as part of the solicitation of proxies by the Company’s board of directors (the “Board”), for exercise at the special meeting and at any postponements or adjournments thereof. This proxy statement is dated [ ],October 11, 2022 and is first being mailed to Cowen stockholders on or about [ ],October 11, 2022.

The information included in this proxy statement, together with other statements and information publicly disseminated by Cowen, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Cowen intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions.

In some cases, you can identify these statements by forward-looking terms such as “may,” “might,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “possible,” “potential,” “intend,” “seek,” or “continue,” the negative of these terms and other comparable terminology or similar expressions. These forward-looking statements represent only Cowen’s beliefs regarding future events (many of which, by their nature, are inherently uncertain and beyond Cowen’s control) and are predictions only, based on Cowen’s current expectations and projections about future events. There are important factors that could cause Cowen’s actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, among others: (i) the parties’ ability to consummate the proposed transaction within the expected time-frame or at all; (ii) the satisfaction or waiver of the conditions to the completion of the proposed transaction, including the receipt of the required approval of Cowen’s stockholders with respect to the proposed transaction and the receipt of regulatory clearances required to consummate the proposed transaction, in each case, on the terms expected or on the anticipated schedule; (iii) the risk that the parties may be unable to achieve the anticipated benefits of the proposed transaction within the expected time-frames or at all; (iv) the possibility that competing offers or acquisition proposals for Cowen will be made; (v) the occurrence of any event that could give rise to the termination of the proposed transaction, including in circumstances which would require Cowen to pay a termination fee; (vi) the effect of the announcement or pendency of the proposed transaction on Cowen’s ability to retain and hire key personnel and its ability to maintain relationships with its customers, clients, vendors and others with whom it does business; (vii) risks related to diverting management’s attention from Cowen’s ongoing business operations; and (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability and may delay the proposed transaction.

In particular, you should consider the risks outlined under Item 1A - “Risk Factors” in Cowen’s Annual Report on Form 10-K for the year ended December 31, 2021 and Cowen’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, and subsequent reports Cowen has filed with the SEC. Although Cowen believes the expectations reflected in the forward-looking statements are reasonable, Cowen cannot guarantee future results, level of activity, performance or achievements. Moreover, none of Cowen or any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. These forward-looking statements speak only as of the date on which they are made, and Cowen undertakes no obligation to update any of these forward-looking statements after the date they are made except to the extent required by applicable law. Further disclosures that Cowen makes on related subjects in additional filings with the SEC should be consulted.

Cowen is a diversified financial services firm that provides investment banking, research, sales and trading, prime brokerage, outsourced trading, global clearing, and commission management services. Cowen also has an investment management division which offers actively managed alternative investment products. Founded in 1918, Cowen is headquartered in New York and has offices worldwide.

The Company’s principal executive offices are located at 599 Lexington Avenue, New York, NY 10022 and our telephone number is (212) 845-7900. Shares of the Company’s class A common stock are listed on the Nasdaq Global Select Market under the trading symbol “COWN”.

TD is a Schedule I bank under the Bank Act (Canada), and a financial holding company with US$1.4 trillion in global assets as of July 31, 2022. TD also maintains a federally licensed branch located in New York that, among other things, supports U.S. Wholesale Banking activities.

TD’s common shares are listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbol “TD”. The principal executive offices of TD are located at 66 Wellington Street West, Toronto, Ontario, Canada, M5K 1A2, and its telephone number at that address is (416) 308-9030 or toll free at (866) 486-4826. TD’s website can be accessed at www.td.com. Information contained in TD’s website does not constitute part of, and is not incorporated into, this proxy statement.

Crimson Holdings Acquisition Co. is a Delaware corporation and a wholly owned subsidiary of Toronto Dominion Holdings (U.S.A.) Inc., which itself is an indirect wholly owned subsidiary of TD. Merger Sub was formed solely for the purposes of facilitating the merger and the other transactions contemplated by the merger agreement. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the merger agreement. Pursuant to the merger agreement, on the closing date, Merger Sub will merge with and into Cowen, and Cowen will continue as the Surviving Corporation.

The principal executive offices of Merger Sub are located at c/o The Toronto Dominion Bank, 66 Wellington Street West, Toronto, Ontario, Canada, M5K 1A2, and its telephone number at that address is (416) 308-9030 or toll free at (866) 486-4826.

The special meeting of stockholders of the Company will be held on [  ],November 15, 2022 at [  ]10:00 a.m., Eastern Time in a virtual-only meeting format. To access the virtual special meeting, you should visit [  ].www.virtualshareholdermeeting.com/COWN2022SM. You will be required to enter a control number, included on your proxy card, voting instruction form or other notice that you may receive, which will allow you to participate in the virtual meeting and vote your shares of common stock if you are a Cowen stockholder as of the record date.

The special meeting is being held for the following purposes:

A copy of the merger agreement is attached as Annex A to this proxy statement.

The Board has reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board unanimously (i) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by merger agreement; (ii) determined that it is fair and advisable to, and in the best interests of, the Company and its stockholders to enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement; (iii) directed that the merger agreement be submitted to the stockholders of the company for adoption; (iv) recommended that such stockholders vote their shares of common stock in favor of adopting the merger agreement and approving the transactions contemplated thereby (including the merger); and (v) authorized the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the merger and the other transactions contemplated by the merger agreement. Accordingly, the Board unanimously recommends a vote “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal. For a discussion of the factors that the Board considered in determining to unanimously recommend the approval of the merger proposal, see the section entitled “The Merger—Reasons for the Merger” beginning on page 5253 of this proxy statement.

Only holders of record of shares of the Company’s class A common stock at the close of business on [  ],September 29, 2022, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting and any postponement or adjournment thereof. As of the close of business on the record date, there were [  ]28,014,299 shares of class A common stock outstanding and entitled to vote. Each such stockholder is entitled to one vote per share of class A common stock held by such stockholder on the record date on each of the proposals presented in this proxy statement. Holders of shares of class B common stock and holders of shares of preferred stock of the Company are not entitled to vote on the merger proposal, the advisory compensation proposal or the adjournment proposalproposal.

The presence in person or by proxy of any number of stockholders, together holding at least a majority of the capital stock of Cowen issued and outstanding and entitled to vote at the special meeting will constitute a quorum for purposes of the special meeting. Virtual attendance at the special meeting constitutes presence in person for quorum purposes at the special meeting. A quorum is necessary to transact business at the special meeting. Abstentions will be counted as shares present for the purposes of determining the presence of a quorum.

If a quorum is not present at the special meeting, the Cowen stockholders entitled to vote at the special meeting, present virtually or by proxy, may adjourn the special meeting. The adjourned meeting may take place without further notice other than by an announcement made at the special meeting (subject to certain restrictions in the merger agreement, including that the special meeting generally may not be held, without TD’s consent, on a date that is more than seven (7) business days in the case of any individual adjournment or postponement or more than twenty (20) business days in the aggregate after the date on which the special meeting was originally scheduled). In the event that a quorum is not present at the special meeting, or if there are insufficient votes to approve the merger proposal at the time of the special meeting, we expect that the special meeting will be postponed or adjourned to solicit additional proxies.

The approval of the merger proposal requires the affirmative vote of the majority of shares of class A common stock outstanding and entitled to vote on the matter. Under Delaware law and the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger proposal and vote not to approve the advisory compensation proposal or adjournment proposal and vice versa. Abstentions or failures to vote (including a failure to authorize a proxy to vote on a Cowen stockholder’s behalf) will have the same effect as a vote against the merger proposal.

The approval of the advisory compensation proposal requires the affirmative vote of the majority of shares of class A common stock present in person or by proxy and entitled to vote on such proposal at the special meeting. Assuming a quorum is present, if you fail to authorize a proxy to vote your shares of common stock, to vote at the virtual special meeting, or to instruct your broker on how to vote, it will have no effect on the outcome of the advisory compensation proposal. Abstentions will be counted as shares present for the purposes of determining the number of votes required, and therefore will have the same effect as a vote against the advisory compensation proposal.

The vote on the advisory compensation proposal is a vote separate and apart from the vote to approve the merger proposal. Because the vote on the advisory compensation proposal is advisory only, it will not be binding on the Company, the Board, Parent or the Surviving Corporation. Accordingly, because the Company is contractually obligated to pay the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the merger, if the merger is approved by our stockholders, such compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the advisory compensation proposal.

Approval of the advisory compensation proposal is not a condition to the consummation of the merger.

The approval of the adjournment proposal requires the affirmative vote of the majority of shares of class A common stock present in person or by proxy and entitled to vote on such proposal at the special meeting. Assuming a quorum is present, if you fail to authorize a proxy to vote your shares of common stock, to vote at the virtual special meeting, or to instruct your broker on how to vote, it will have no effect on the outcome of the adjournment proposal. Abstentions will be counted as shares present for the purposes of determining the number of votes required, and therefore will have the same effect as a vote against the adjournment proposal. The Company does not intend to call a vote on this proposal if the merger proposal is approved at the special meeting.

The vote on the adjournment proposal is a vote separate and apart from the vote to approve the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the adjournment proposal and vice versa.

Approval of the adjournment proposal is not a condition to the consummation of the merger.

Whether or not you plan to attend the virtual special meeting and regardless of the number of shares of common stock you own, your careful consideration of, and vote on, the merger agreement is important and we encourage you to vote promptly. To ensure that your shares of common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the virtual special meeting, using one of the following three methods:

You may also vote by attending the virtual special meeting and voting during the live webcast.

If you hold your shares in “street name”, in other words your common stock is held in the name of your broker, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. In order to vote, complete and mail the proxy card received from your broker to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker. To vote at the virtual special meeting, you must obtain a legal proxy from your broker. The cut-off time for submitting a legal proxy is [  ],November 14, 2022 three (3) business days prior to the date of the special meeting, at 11:59 p.m., Eastern Time. Follow the instructions from your broker included with these proxy materials or contact your broker to request a proxy form. The timing described in the instructions from your broker may differ from the timing described above. Without following those instructions, your common stock held in “street name” will not be voted, which will have the same effect as a vote “AGAINST” the merger proposal.

For additional questions about the merger, assistance in submitting proxies or voting, or to request additional copies of this proxy statement or the enclosed proxy card, please contact Alliance Advisors LLC, which is acting as the Company’s proxy solicitation agent in connection with the merger, toll free at (855) 935-2549.

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your instructions. If you are a holder of record and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies therein will vote in favor of the merger proposal, the advisory compensation proposal and the adjournment proposal.

For Cowen stockholders of record, any time after you have submitted a proxy card and before the proxy card is exercised, you may revoke or change your vote in one of three ways:

Please note that if you want to revoke your proxy by sending a new proxy card or a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company prior to the special meeting.

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request brokers to solicit their customers and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice. We may also use the services of our directors, officers and other employees to solicit proxies, personally or by telephone, without additional compensation. In addition, the Company has retained Alliance Advisors LLC to solicit proxies at a total cost to the Company of approximately $20,000, plus reimbursement of customary expenses.

As a general matter, holders of common stock who do not vote in favor of the adoption of the merger agreement and the approval of the merger and otherwise comply with the requirements of Delaware law will be entitled to dissenters’ appraisal rights to receive the statutorily determined “fair value” of their shares of capital stock of the Company. You should read the section entitled “Appraisal Rights” beginning on page 12120 of this proxy statement and Section 262 of the DGCL, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262, for a more complete discussion of dissenters’ appraisal rights. Holders of shares of preferred stock will of the Company also be entitled to dissenters’ appraisal rights to receive the statutorily determined “fair value” of their shares of capital stock of the Company.

Although it is not currently expected, the special meeting may be adjourned for the purpose of soliciting additional proxies. If a quorum is not present at the special meeting, the Cowen stockholders entitled to vote at the special meeting, present virtually or by proxy, may adjourn the special meeting by a majority vote.

At any subsequent reconvening of the special meeting at which a quorum is present, any business may be transacted that might have been transacted at the special meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been validly revoked or withdrawn prior to the reconvened meeting.

The date, time and place of the reconvened meeting shall be either (i) announced at the special meeting or (ii) provided at a future time through means announced at the special meeting (subject to certain restrictions in the merger agreement, including that the reconvened meeting generally may not be held, without Parent’s consent, on a date that is more than seven (7) business days in the case of any individual adjournment, or more than twenty (20) business days in the aggregate, after the date on which the special meeting was originally scheduled).

As of September 12,29, 2022, the directors and executive officers of the Company beneficially owned in the aggregate 1,858,1431,858,433 shares of common stock, or approximately 6.6% of the outstanding shares of common stock. Although none of the directors or executive officers is obligated to vote to approve the merger proposal, we currently expect that each of these individuals will vote all of his or her shares in favor of each of the proposals to be presented at the special meeting.

The Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. For more information, see the section entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 6970 of this proxy statement.

If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact Alliance Advisors LLC, which is acting as the Company’s proxy solicitation agent in connection with the merger, toll free at (855) 935-2549.

We are asking holders of common stock to vote on a proposal to adopt the merger agreement. Pursuant to the terms of the merger agreement, subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the merger and as a wholly owned subsidiary of Parent. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the merger and the merger agreement, including the information set forth under the sections of this proxy statement captioned “The Merger” and “The Merger Agreement”. A copy of the merger agreement is attached as Annex A to this proxy statement. Approval of this proposal is a condition to the consummation of the merger. In the event this proposal is not approved, the merger cannot be consummated.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, we are asking holders of common stock to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the merger. As required by those rules, the Company is asking holders of common stock to vote on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the merger, as disclosed in the table entitled “Potential Payments to Named Executive Officers”, including the associated narrative discussion, and the agreements, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on executive compensation payable in connection with the consummation of the merger is a vote separate and apart from the vote to approve the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve such compensation and vice versa. Because the vote is advisory in nature only, it will not be binding on the Company or the Board. As the Company or Parent is contractually obligated to pay such compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the merger is consummated and regardless of the outcome of the advisory vote.

The special meeting may be adjourned to another time and place to permit further solicitation of proxies, if necessary, to obtain additional votes to approve the merger proposal. The Company currently does not intend to propose adjournment of the special meeting if there are sufficient votes in favor of the merger proposal.

The Company is asking you to authorize the holder of any proxy solicited by the Board to vote in favor of any adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the merger proposal at the time of the special meeting.

The Company is seeking the approval by the holders of common stock of the merger, in accordance with the terms and subject to the conditions of the merger agreement the Company entered into on August 1, 2022 with Parent and Merger Sub. Under the terms of the merger agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a direct, wholly owned subsidiary of Parent. The Board has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and unanimously recommends that holders of common stock vote to approve the merger proposal.

The Company’s management and the Board regularly review the Company’s performance and prospects in light of its business and developments in the financial services industry and the macroeconomic environment. These reviews have included consideration, from time to time, of potential acquisitions, dispositions and other strategic transactions to enhance stockholder value, including potential sale transactions. Such reviews have been accompanied by periodic conversations between senior executives of the Company and their counterparts at other companies in the financial services industry regarding such potential transactions and opportunities.

On January 19, 2022, Mr. Riaz Ahmed, TD’s President and Chief Executive Officer, TD Securities and Group Head, Wholesale Banking, contacted Mr. Jeffrey Solomon, the Company’s Chair and Chief Executive Officer, to request a meeting with Mr. Solomon. An introductory meeting between Mr. Solomon, Mr. Ahmed and Mr. Robbie Pryde, TD Securities’ Executive Vice Chair and Head of Corporate and Investment Banking, took place on March 1, 2022, at which they discussed their respective businesses. During such conversation, representatives of TD indicated an interest in expanding TD’s investment banking business in the U.S. Mr. Solomon informed Mr. Brett Barth, the Board’s lead independent director, of the March 1 meeting (and the earlier January call) shortly thereafter.

On March 2, 2022, Mr. Solomon contacted Mr. Ahmed to inform Mr. Ahmed that, following the March 1 meeting and internal discussions, the Company would be interested in continuing the conversation regarding their respective businesses and potential opportunities for the Company and TD to consider.

On March 9, 2022, Mr. Solomon and Mr. Ahmed had a call to continue their conversation regarding their respective businesses and potential opportunities for the Company and TD to consider.

Also on March 9, 2022, the President and Chief Executive Officer of the securities business of Company A, a global financial institution, representatives of which had, from time to time, expressed interest in business opportunities with the Company, contacted a representative of Ardea, a financial advisor to the Company, to inquire, based on Ardea’s familiarity with the Company, whether Ardea was aware whether the Company might be interested in engaging in a potential strategic partnership with Company A. The representative of Ardea encouraged the representative of Company A to contact the Company directly if Company A was interested in pursuing discussions with the Company. The representative of Company A then contacted Mr. Solomon to schedule a meeting to discuss the potential for a strategic partnership between the Company and Company A. On March 17, 2022, Mr. Solomon met with a representative of Company A. During this meeting, Mr. Solomon and the representative of Company A discussed their respective businesses. Following this meeting, on March 21, 2022, the representative of Company A contacted Mr. Solomon to request a follow-up meeting with additional members of management of the Company and of Company A. Shortly thereafter, Mr. Solomon informed Mr. Barth of the inquiry from Company A, the March 17 meeting, and the March 21 request for a follow-up meeting.

On April 5, 2022, representatives of the Company including Mr. Solomon, Mr. Dan Charney, Managing Director and Co-President of the Company’s broker-dealer business, and Mr. Larry Wieseneck, Managing Director and Co-President of the Company’s broker-dealer business, met with Mr. Ahmed and Mr. Pryde. A representative of Perkins Advisors, LLC, a financial advisor to the Company (which we refer to as “Perkins Advisors”), also attended at the request of the Company’s management. During this meeting, management of the Company and of TD discussed their respective businesses, including a potential strategic partnership between TD and the Company.

On April 12, 2022, Mr. Solomon and Mr. Stephen Lasota, the Company’s Managing Director and Chief Financial Officer, met with representatives of Company A to discuss their respective businesses, including the

During the week of April 18, 2022, Mr. Solomon and Mr. Ahmed spoke on several occasions, during which Mr. Ahmed informed Mr. Solomon that TD had enjoyed their prior introductory meeting and wanted to continue conversations regarding a potential strategic partnership between TD and the Company. Mr. Ahmed proposed a follow-up meeting between management of the Company and of TD to discuss their respective businesses further, and Mr. Solomon informed Mr. Ahmed that he would discuss any further engagement with the Board at its upcoming meeting.

On April 21, 2022, the Board held a regularly scheduled meeting in person. During executive session, Mr. Solomon informed the independent directors of the Board (which we refer to collectively as the “Independent Directors”) of the interest from TD and Company A in exploring potential strategic partnerships with the Company. The Board also noted that other parties had, from time to time, expressed interest in a potential strategic transaction involving the Company. After discussion, the Board authorized Mr. Solomon to engage in discussions with TD, Company A and other parties that express interest regarding their respective interests in and the basic terms of a potential strategic transaction. The Board instructed Mr. Solomon not to discuss the terms of any proposal relating to compensation or retention arrangements for members of management until after the Board and a potential acquiror had reached an agreement on the price per share of common stock of the Company to be paid in a potential strategic transaction.

On April 22, 2022, the Company and TD entered into a mutual confidentiality agreement which contained a customary standstill provision that would automatically terminate upon the entry by the Company into a binding written agreement for the acquisition of the Company by a third party.

On April 28, 2022, Mr. Solomon met with Mr. Ahmed. During this meeting, Mr. Solomon and Mr. Ahmed discussed the potential strategic fit of the Company and TD, including the cultural fit and potential social issues associated with combining the two organizations and their respective employees. Following this discussion, Mr. Solomon and Mr. Ahmed agreed to schedule a meeting between the broader management teams of the Company and TD.

On May 6, 2022, the Board held a meeting by videoconference, with members of the Company’s management and representatives of Cravath, Swaine & Moore LLP (which we refer to as “Cravath”), outside counsel to the Company, attending. Mr. Solomon provided an update to the Independent Directors on discussions with TD regarding a potential strategic transaction, noting that TD continued to show interest in a potential transaction involving the Company and that the Company and TD had scheduled a meeting between their respective management teams to review management presentations during the following week. Mr. Solomon also noted that the Company’s management was planning a meeting with Company A in the coming weeks to continue a review of their respective businesses and to evaluate a potential strategic transaction with Company A. Representatives of Cravath then reviewed with the members of the Board their fiduciary duties and other legal matters. Representatives of the Company’s management then reviewed with the Board the Company’s existing financial forecasts, including a “base case” based on the Company’s existing internal plan for fiscal years 2022 and 2023 extended through fiscal year 2026 and a “high case” for the same period reflecting assumptions regarding an improved macroeconomic environment, increased activity in the Company’s core businesses and accelerated growth in the Company’s growth businesses (including the Company’s Cowen Digital businesses). Representatives of the Company’s management also reviewed with the Board the potential impact of certain potential divestitures on the Company’s financial forecasts. The Board then discussed the Company’s actual results to date during the second quarter of 2022. The Company’s management noted that, given the adverse macroeconomic environment, including a broader decline in equity markets and deal-making activity and rising interest rates during the quarter, actual revenue for the fiscal year 2022 across all core businesses was expected to be lower than the “base case” for fiscal year 2022. After discussion, the Independent Directors requested management to present its “low case” forecast reflecting the then-current market environment. Mr. Solomon noted that the Company’s management had prepared such a forecast for budgeting purposes for the 2022 fiscal year but had not previously extended such forecast beyond fiscal year 2022. The Independent Directors requested that the Company’s management extend such forecast through fiscal year 2026 and present such forecast at a subsequent Board meeting.

On May 10, 2022, representatives of management of the Company and of TD met to review management presentations regarding their respective businesses. A representative of Perkins Advisors also attended at the request of the Company’s management. The Company’s management presentation included the Company’s “Base Case” and “High Case” financial forecasts for fiscal years 2022 and 2023, as described in the section entitled “The Merger—Financial Forecasts” beginning on page 6061 of this proxy statement, which the Independent Directors had authorized the Company’s management to share with TD upon Mr. Solomon’s request following the May 6 Board meeting. The Company also provided TD with a summary of “change of control” severance payments that could potentially become payable to all Company employees entitled to such payments in connection with a qualifying termination following a “change of control”, which the Company estimated, based on an assumed closing of a transaction on September 30, 2022, to be equivalent to an aggregate amount of approximately $305 million (approximately $67 million of which was estimated to be attributable to pro rata bonuses). In addition, for all employees with “change of control” severance agreements, the Company estimated that there would be accelerated vesting of an aggregate of approximately 1.6 million shares of class A common stock in respect of Company RSUs and Company PSUs and approximately $17 million of deferred cash underlying deferred compensation awards previously granted in respect of prior years’ compensation (assuming termination of employment for all such employees without cause in connection with a “change of control” on September 30, 2022). Such amounts included an estimated aggregate amount, for all Executives, of approximately $294 million of such payments (approximately $65 million of which was estimated to be attributable to pro rata bonuses) and accelerated vesting of an aggregate of approximately 1.5 million shares of class A common stock in respect of Company RSUs and Company PSUs and an estimated amount of approximately $17 million of deferred cash underlying deferred compensation awards previously granted in respect of prior years’ compensation. Such amounts included, for Messrs. Charney and Wieseneck combined, an estimated aggregate amount of approximately $144 million of such payments (approximately $32 million of which was estimated to be attributable to pro rata bonuses) and accelerated vesting of an aggregate of approximately 0.7 million shares of class A common stock in respect of Company RSUs and Company PSUs and an estimated amount of approximately $5.5 million of deferred cash underlying deferred compensation awards previously granted in respect of prior years’ compensation. During this meeting, representatives of the Company’s management and Perkins Advisors indicated to the representatives of TD that any indication of interest with respect to a potential transaction involving TD and the Company should be based on the Company’s intrinsic value (also taking into account the value of the Company’s investment management business and balance sheet investments) and should not be based on the then-current trading price of the class A common stock, which was $24.30 as of May 9, 2022, the last trading day before such meeting.

Following this meeting, representatives of TD informed representatives of the Company’s management that TD was interested in pursuing a potential acquisition of the Company, and that TD would provide an initial indication of the valuation of such an acquisition by the end of the following week. Representatives of TD also noted that TD would intend to keep the Company’s management team involved in the business after a potential acquisition though no terms of compensation, titles or responsibilities of members of the Company’s management team were discussed. Mr. Solomon informed representatives of TD that, while the Company was not seeking a sale of the Company at that time and that he did not expect the Board would be willing to pursue a sale of the Company at a valuation based on the then-current trading price of the class A common stock, which had fallen from $31.86 at the close of trading on January 19, 2022 (the date TD first contacted the Company to request a meeting) to $23.87 at the close of trading on May 10, 2022, the Company would evaluate any acquisition proposal with the Board.

On May 11, 2022, the Company sent Company A a draft mutual confidentiality agreement.

Later on May 11, 2022, Mr. Solomon met with Mr. Bharat Masrani, TD’s Group President and Chief Executive Officer, to further discuss a potential strategic transaction between the Company and TD. Mr. Masrani informed Mr. Solomon that TD was interested in expanding its broker-dealer business in the U.S., and that TD believed that an acquisition of Cowen would further that strategy given the Company’s strong business and cultural fit with TD.

On May 12, 2022, the Board held a meeting by videoconference, with members of the Company’s management and representatives of Cravath and Perkins Advisors attending. Mr. Solomon provided an update to the Independent Directors on the discussions with TD, noting that TD had expressed strong interest in a potential transaction and that management expected TD to provide an indication of the valuation of a potential acquisition of the Company by the

On May 16, 2022, the Company and Company A entered into a mutual confidentiality agreement which contained a customary standstill provision that would automatically terminate upon the entry by the Company into a binding definitive written agreement for the acquisition of the Company by a third party.

On May 18, 2022, the Board held a meeting by videoconference, with members of the Company’s management and representatives of Cravath and Perkins Advisors attending. Mr. Solomon provided an update to the Independent Directors on the discussions with TD and Company A, noting that management continued to expect TD to provide an indication of the value of a potential acquisition of the Company within the next week, and that management was continuing to provide information to facilitate diligence to TD and, now that Company A had signed a confidentiality agreement, Company A. The Board instructed management to continue discussions and continue sharing diligence information with TD and Company A. The Company’s management then reviewed again with the Board the financial forecasts reviewed with the Board on May 6, 2022, and also reviewed with the Board updated financial forecasts for fiscal years 2024 through 2026, including a “Low Case”, “Base Case” and “High Case” for fiscal years 2022 through 2026, which forecasts we refer to collectively as the “Financial Forecasts” and are described in more detail in the section entitled “The Merger—Financial Forecasts” beginning on page 6061 of this proxy statement, including key assumptions underlying each scenario and the Company’s results to date during the second quarter of 2022. A discussion followed regarding macroeconomic conditions and conditions in the broader financial markets, the impact of such conditions and markets on the Company’s business and financial prospects and the trading price of the class A common stock, and the risks associated with remaining a standalone public company in such an environment, including the potential impact of a downturn on the Company’s profitability and therefore its ability to compensate and retain employees. The Board also discussed the relative probability of each of the scenarios reflected in the Financial Forecasts in light of such macroeconomic conditions and conditions in the broader financial markets, noting that the “High Case” was unlikely to be achieved, but did not assign any formal probabilities at that time. The Board also discussed the Company’s potential divestiture of certain of the Company’s assets, noting that several parties had expressed interest in exploring potential transactions involving some or all of such assets, but that the Company had not received any formal indications of interest for a specific proposal involving such assets. The Board further noted that the likelihood of executing any such divestitures in the immediate future was low given the macroeconomic conditions and conditions in the broader financial markets, and therefore that any valuation for the Company should assume that the Company retains all of its businesses. After discussion, the Board authorized the Company’s management to share the Financial Forecasts with Ardea and requested that Ardea prepare preliminary financial analyses for the Company on a standalone basis.

Over the following weeks, both TD and Company A conducted preliminary due diligence, including numerous calls and meetings with the Company’s management and review of documentary diligence materials,

On May 19, 2022, representatives of Simpson Thacher & Bartlett LLP (which we refer to as “Simpson Thacher”), outside counsel to TD, contacted representatives of Cravath and communicated that, while TD was considering a proposal for an acquisition of the Company, TD would not be willing to pursue a transaction without restructuring and reducing the Company’s existing “change of control” severance obligations that would otherwise become payable in connection with a transaction. After discussion with Mr. Barth and representatives of the Company’s management team, representatives of Cravath communicated to representatives of Simpson Thacher a request that any proposal should include the proposed price to be paid per share of class A common stock in a potential transaction and, in order for the Board to assess whether any proposal were actionable, TD’s proposal regarding restructuring or reducing the Company’s “change of control” severance obligations.

On May 26, 2022, Mr. Solomon and Mr. Lasota, together with a representative from Perkins Advisors, met with a representative of Company A to continue a discussion of their respective businesses and a potential strategic partnership between the two companies, including a review of the Company’s “Base Case” and “High Case” forecasts for fiscal years 2022 and 2023.

Later on May 26, 2022, Mr. Ahmed contacted Mr. Solomon to inform Mr. Solomon that TD’s advisors would be communicating a non-binding proposal for an acquisition of all of the Company’s outstanding common stock later that day. Subsequently, a representative of Perella Weinberg Partners (which we refer to as “Perella Weinberg”) verbally communicated to a representative of Ardea TD’s non-binding proposal to acquire 100% of the outstanding common stock for $32.00 in cash per share of common stock (which we refer to as the “May 26 Proposal”), which proposal represented a 25% premium to the closing trading price for shares of class A common stock of $25.70 on May 25, 2022, the last trading day prior to the May 26 Proposal. The representative of Perella Weinberg also communicated that the May 26 Proposal was conditioned upon TD reaching satisfactory arrangements with all members of the Company’s management team with “change of control” severance agreements (including the Executives) requiring such members to waive their “good reason” resignation rights and “change of control” severance protections in connection with the potential transaction in exchange for retention awards that would vest over a three-year period after the closing of the potential transaction with a face value representing a substantial reduction compared to the aggregate estimated cash severance payable to such members of management under their existing contractual severance entitlements (with the proposed discount to such entitlements based primarily on a reduction of the underlying multiples of prior years’ compensation used to determine the amounts of cash severance payable from 2.5x of total compensation under the existing contractual arrangements to 1.5x to 2.0x of cash compensation (i.e., base salary and cash bonus), varying by individual).

Ardea communicated the May 26 Proposal, including the proposed reduction of the aggregate estimated value of the cash severance payable to members of management, to Mr. Barth and Mr. Solomon, as well as representatives of Cravath and Perkins Advisors. After discussion among Mr. Barth, the Company’s senior management and representatives of Ardea, Perkins Advisors and Cravath, it was determined that the May 26 Proposal undervalued the Company and was likely below a valuation that the Board would be willing to consider for a sale of the Company. Mr. Solomon updated each of the Independent Directors on the May 26 Proposal and informed them that Mr. Solomon and the Company’s management team recommended ceasing further engagement unless the proposed price of $32.00 in cash per share of common stock reflected in the May 26 Proposal was improved substantially.

On May 30, 2022, a representative of Ardea, acting upon the instructions of the Company, communicated to a representative of Perella Weinberg that the May 26 Proposal undervalued the Company and that the Company would not be engaging in any further discussions regarding a potential strategic transaction.

On May 31, 2022, Mr. Ahmed contacted Mr. Solomon. Mr. Solomon reiterated that the valuation of the May 26 Proposal did not warrant further discussion. Mr. Ahmed informed Mr. Solomon that TD would conduct further diligence and valuation analysis prior to submitting a revised proposal. Mr. Solomon informed Mr. Barth of the discussion.

During the remainder of the week of May 30, 2022, TD continued due diligence, including due diligence meetings and calls on June 2, 2022, June 3, 2022 and June 4, 2022 between representatives of management of

On June 5, 2022, Mr. Ahmed contacted Mr. Solomon and verbally communicated to Mr. Solomon TD’s revised non-binding proposal to acquire 100% of the outstanding common stock for $39.00 in cash per share of common stock (which we refer to as the “June 5 Proposal”), which proposal represented a 49% premium to the closing price for shares of class A common stock of $26.18 on June 3, 2022, the last trading day prior to the June 5 Proposal. The June 5 Proposal contained the same conditionality as the May 26 Proposal, including TD reaching satisfactory arrangements with each member of the Company’s management team with “change of control” severance agreements. Mr. Solomon informed Mr. Ahmed that he would need to discuss the revised proposal with the Board. A representative of Perella Weinberg also contacted a representative of Ardea and verbally communicated the June 5 Proposal later that day, and noted that the additional due diligence and analysis of the Company’s investment management business had enabled TD to increase its proposal from the May 26 Proposal.

On June 6, 2022, the Board held a meeting by videoconference, with members of the Company’s management and representatives of Cravath, Ardea and Perkins Advisors attending. Mr. Solomon communicated the June 5 Proposal to the Independent Directors, and Mr. Solomon and representatives of Ardea described to the Independent Directors their respective conversations with TD and its advisors. The Board then discussed a potential response to the June 5 Proposal, noting that the June 5 Proposal had been communicated verbally and did not include a description of any contingencies to the proposal or any further details on the May 26 Proposal with respect to retention arrangements with members of the Company’s senior management team in lieu of “change of control” payments, and that while Company A was continuing to conduct due diligence, Company A had not yet submitted an indication of interest. Representatives of Ardea noted that Ardea was reviewing the Financial Forecasts with the Company’s management, including reconciling economic operating income to unlevered free cash flow for purposes of a preliminary valuation analysis, and that Ardea would prepare preliminary financial analyses of the June 5 Proposal for discussion at a subsequent meeting of the Board. After discussion the Board determined to continue evaluating the June 5 Proposal, but not to request a written proposal from TD at that time. The Board then discussed whether any other third party may be interested in an acquisition of the Company, including Ardea’s views on potential bidders based on Ardea’s knowledge of the industry and information from management on third parties that had previously expressed interest in partnerships or other strategic transactions involving the Company. After discussion, the Board determined that there was a limited number of counterparties that may be interested in and able to execute an acquisition of the Company, and that given the risk of a leak and the potential damage to the Company’s business and employee retention in the event of a leak, it was advisable to continue discussions with TD and Company A but not to contact other parties regarding a potential transaction at that time. The Board then instructed the Company’s management and advisors to continue discussions with, and request an indication of interest from, Company A. The members of Company management then informed the Board that it was also evaluating the implementation of potential cost cutting measures in light of the then-current economic environment and its impact on the Company’s performance, but that management would defer any decision on such implementation until the conclusion of the ongoing discussions with third parties regarding a partnership or other strategic transaction involving the Company. The members of Company management, Ardea and Perkins Advisors then exited the meeting and the Independent Directors commenced an executive session with representatives of Cravath participating. The Independent Directors further discussed a potential response to the June 5 Proposal, noting that the proposal represented a substantial increase of over 20% from the May 26 Proposal, that, during that same period, the Company’s financial performance had continued to be impacted by downward trends in the financial markets, and the risks associated with remaining a standalone public company in such an environment, including the potential impact of a downturn on the Company’s profitability and therefore its ability to compensate and retain employees. The Independent Directors also noted that the May 26 Proposal and June 5 Proposal were conditioned upon TD reaching satisfactory arrangements with certain members of the Company’s senior management related to the “change of control” severance entitlements, that there was a risk that TD would not be able to reach an agreement with all requisite members of the Company’s senior management, and that it was unlikely that TD or any other potential bidder that was expecting to retain the Company’s senior management team after an acquisition of the Company would be willing to pursue a transaction without reaching an agreement on retention

On June 7, 2022, Mr. Ahmed contacted Mr. Solomon to discuss the status of the Board’s evaluation of the June 5 Proposal. Mr. Solomon informed Mr. Ahmed that the Board was evaluating the June 5 Proposal with its financial advisors and that the Company would respond once that evaluation was complete.

On June 8, 2022, representatives of Simpson Thacher contacted representatives of Cravath to discuss the status of the Board’s evaluation of the June 5 Proposal. Representatives of Cravath informed the representatives of Simpson Thacher that the Board was evaluating the June 5 Proposal with its financial advisors and that the Company would respond once that evaluation was complete, and that the Board did not have a fixed timeline for that evaluation.

Also on June 8, 2022, representatives of management of Company A and of the Company held a diligence call to discuss the potential sources of value in the Company’s business outside of the Company’s core investment banking and broker-dealer franchise (including the value of the Company’s investment management business and balance sheet investments). Representatives of Perkins Advisors also participated in that meeting. During this meeting, representatives of the Company’s management and Perkins Advisors indicated to the representatives of Company A that any indication of interest should reflect the net consideration payable to the holders of common stock based on the Company’s intrinsic value (also taking into account the value of these businesses and investments) and should not be based on the then-current trading price of the class A common stock, which was $25.04 as of June 9, 2022, the last trading day before such meeting.

Later on June 8, 2022, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Ardea and Perkins Advisors attending. Mr. Barth opened the meeting by noting that, because the Financial Forecasts included the “Low Case”, “Base Case” and “High Case”, Ardea had requested that the Independent Directors provide instructions to Ardea regarding which of such scenarios to utilize for purposes of Ardea’s preliminary financial analyses of the June 5 Proposal and the relative weighting of such scenarios. Mr. Barth then requested that the Company’s management provide an update to the Independent Directors on the Company’s performance to date in the second quarter and near-term and long-term outlook. Mr. Solomon, Mr. Charney and Mr. Wieseneck then provided an update on the Company’s financial performance, noting revenue declines in the Company’s core businesses as compared to the annual budget as a result of reduced mergers & acquisitions and capital markets activity in the second quarter, particularly in industries such as biotechnology and special purpose acquisition vehicles in which the Company was active, as well as an expected decline in incentive fees for the Company’s investment management business as a result of declining asset values. Mr. Solomon noted that, while the macroeconomic outlook was difficult to predict, if the then-current business trends continued through the remainder of 2022, the Company’s performance would likely be below the Low Case Financial Forecasts and, absent a partnership or other strategic transaction involving the Company, that management would look to implement cost cutting measures to counteract the impact of such trends on the Company’s performance. The Board also requested Ardea’s views on the Financial Forecasts compared to updated Wall Street equity research analyst consensus estimates for the Company’s future earnings. Representatives of Ardea noted that at that point in time, Wall Street equity research analyst consensus estimates for the Company’s future earnings for fiscal years 2022 and 2023 were approximately half-way between the Low Case and the Base Case Financial Forecasts, but that not all analysts that covered the Company had updated their published forecasts recently and that such forecasts may decline further following the Company’s second quarter earnings announcement. The Board then discussed the weighting of the Financial Forecasts for purposes of Ardea’s preliminary financial analyses, noting that while the Company’s performance was difficult to project over the long term given volatility in the financial markets, based on then-current trends, the Low Case was the most likely of the scenarios reflected in the Financial Forecasts to occur. After discussion, the Independent Directors unanimously instructed Ardea to assign a probability weighting of 55% to the Low Case, 35% to the Base Case and 10% to the High Case in performing its financial analyses (which we refer to as the “Weightings”). The Independent Directors also instructed Ardea to assume, for purposes of its preliminary financial analyses, that the Company would remain a standalone public company and maintain the status quo for its business mix (without

On June 10, 2022, Mr. Solomon met with representatives of Company A, including the Chief Executive Officer of Company A’s U.S. business, to discuss the potential strategic and cultural fit of their respective businesses.

On June 12, 2022, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris, Nichols, Arsht & Tunnell LLP (which we refer to as “Morris Nichols”), outside Delaware counsel to the Company, Ardea and Perkins Advisors attending. Ardea provided an overview of their preliminary financial analyses of the June 5 Proposal based on the Financial Forecasts and the Weightings. Representatives of Cravath then reviewed with the Board draft process guidelines that had been circulated to the Board in advance of the meeting, which reiterated instructions that the Company’s management should not discuss the terms of any proposal relating to compensation or retention with potential counterparties to a transaction until specifically authorized to do so by the Independent Directors, and stated that the Independent Directors would direct the process and have ultimate decision-making authority with respect to all questions arising from such process. The guidelines also specified that at least one representative of Ardea should be included in any substantive communications with potential counterparties to a transaction on behalf of the Company, and that all such communications should be promptly reported to the Independent Directors.

After discussion, the Board adopted such guidelines. Mr. Solomon noted to the Board that, while management did not intend to negotiate compensation or retention arrangements with TD or other potential counterparties until specifically authorized to do so by the Board, Mr. Solomon expected, based on preliminary discussions with individual members of the Company’s senior management team, that the retention arrangements communicated verbally in the May 26 Proposal would be inadequate to retain all desired members of the Company’s management and that TD would likely need to improve the value and vesting terms of such retention arrangements if TD’s proposals continued to be contingent on such arrangements. Mr. Solomon then provided the Board with an update on discussions with TD and Company A, noting that TD was awaiting a response to the June 5 Proposal and that Company A had continued to show interest in a potential transaction, including hiring a financial advisor and engaging members of senior management in meetings with the Company. After discussion, the members of Company management exited the meeting and the Independent Directors commenced an executive session, with representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. The Independent Directors discussed the June 5 Proposal and potential responses to TD, including that TD had already materially increased its proposal by over 20% between the May 26 Proposal and the June 5 Proposal despite a continuing decline in broader financial markets, and whether TD would be willing to further improve the price of its proposal above $39.00 per share. After discussion, the Independent Directors instructed Ardea and Perkins Advisors to communicate to Perella Weinberg that the $39.00 per share of common stock proposed in the June 5 Proposal was insufficient, and that TD should submit an improved proposal in writing, which should also include details on any contingencies relating to retention arrangements with members of the Company’s management and the proposed terms of such retention arrangements so that the Board could assess whether a transaction would be achievable on the terms proposed. The Independent Directors authorized Ardea and Perkins Advisors to communicate to TD that the Board expected a valuation of at least $42.00 per share of common stock, which would represent an increase of $10.00 per share from the May 26 Proposal. The Independent Directors also instructed Ardea and Perkins Advisors to continue engagement with Company A, and to encourage Company A to submit an indication of interest by the end of the week of June 13, 2022. Representatives of Ardea and Perkins Advisors then exited the meeting, and the Independent Directors continued an executive session, with representatives of Cravath and Morris Nichols attending. The Independent Directors then discussed the formal retention of Ardea as a financial advisor to the Company, noting that Ardea had provided disclosure to the Board confirming that Ardea did not have any material business relationships with TD, Company A or other potentially interested parties. After discussion, the Independent Directors determined that it was advisable to continue with negotiating the terms of Ardea’s engagement. The Independent Directors also discussed the formal retention of Perkins Advisors as a financial advisor to the Company, noting that Perkins Advisors had substantial industry knowledge and familiarity with Cowen’s businesses, including a long-standing relationship with the Company and its management. After discussion, the

Later on June 12, 2022, at the instruction of the Independent Directors, representatives of Ardea and Perkins Advisors contacted representatives of Perella Weinberg and communicated that the $39.00 per share of common stock proposed in the June 5 Proposal was insufficient and that the Board had requested an improved proposal in writing. The representatives of Ardea and Perkins Advisors also noted that the Board expected a valuation of at least $42.00 per share of common stock in order for the Board to be willing to approve a transaction at that time, and expected that a written proposal would contain details on any contingencies relating to retention arrangements with members of the Company’s management and the proposed terms of such retention arrangements. Representatives of Perella Weinberg responded that they were disappointed with the response but would update TD.

On June 13, 2022, Mr. Barth and Mr. Solomon spoke with Mr. Ahmed to reiterate the message communicated by Ardea and Perkins Advisors and request an improved proposal in writing.

Also on June 13, 2022, at the instruction of the Independent Directors, representatives of Ardea and Perkins Advisors contacted representatives of Company A and encouraged Company A to submit an indication of interest by the end of the week of June 13, 2022. Representatives of Company A subsequently responded that Company A would need at least 10 days to formulate an indication of interest with a proposed valuation for an acquisition of the outstanding common stock of the Company.

On June 14, 2022, Mr. Solomon met with a representative of Company A, during which the representative of Company A conducted further diligence on the Company’s business and the potential strategic rationale for an acquisition of the Company and discussed potential social issues arising from such a combination, including the potential integration of the Company into Company A’s existing business lines and potential roles for the Company’s management team, with some business lines potentially led by current employees of the Company and some business lines led by existing employees of Company A. No financial terms of a potential transaction or proposed terms for retention arrangements regarding Company management were discussed.

On June 15, 2022, representatives of TD sent a letter to Mr. Barth reflecting a non-binding proposal to acquire 100% of the Company’s common stock for $39.00 in cash (which we refer to as the “June 15 Proposal”). The June 15 Proposal was expressly conditioned upon all members of the Company’s management team with “change of control” severance agreements (including the Executives) waiving their rights under such existing agreements and entering into new retention arrangements with TD on terms set forth in the June 15 Proposal. With respect to the Executives, the terms of such arrangements set forth in the June 15 Proposal included, among others, (i) the grant of a retention award to each Executive, which the Company estimated to be equivalent to an aggregate amount, for all Executives, of approximately $120 million, with 25% of each such award payable in cash at the closing of the potential transaction and 75% of each such award to be granted in the form of restricted share units in TD common stock vesting in equal installments on each of the first three anniversaries of such closing, and (ii) the payment of a pro rata bonus to each Executive for the year of such closing based on actual performance of the Company through the date of such closing (rather than based on the average annual bonus of such Executive for the two years immediately preceding the year of employment termination, as provided in the existing “change of control” severance agreement of such Executive), which the Company estimated to be equivalent to an aggregate amount, for all Executives, of approximately $23 million, assuming such closing occurred by the end of calendar year 2022. The Company estimated the foregoing awards and payments to be equivalent to an aggregate amount, for all Executives, of approximately $143 million. In addition, in its June 15 Proposal, TD proposed the restructuring of all Executives’ unvested Company compensation awards to extend the existing vesting schedule of such awards so as to vest in equal installments on each of the first three anniversaries of such closing (to the extent such restructuring would be permitted pursuant to applicable tax laws). The June 15 Proposal was also conditioned upon completion of due diligence and also included a draft exclusivity agreement that would require the Company to terminate negotiations with any other party regarding a potential transaction and negotiate exclusively with TD for a period of four weeks from the date of the exclusivity agreement. The June 15 Proposal purported to expire on June 19, 2022, unless the Company and TD had entered into such exclusivity agreement by such date.

On June 16, 2022, representatives of Perella Weinberg and representatives of Ardea and Perkins Advisors had a call to discuss the June 15 Proposal. The representatives of Perella Weinberg communicated that TD was not willing to increase the proposed acquisition price above $39.00 per share previously communicated in the June 5 Proposal. The representatives of Ardea and Perkins Advisors indicated that they would discuss the June 15 Proposal with the Board.

Also on June 16, 2022, representatives of Company A spoke with a representative of Perkins Advisors and communicated that Company A was working to submit an indication of interest for an acquisition of all of the outstanding common stock of the Company during the week of June 20. A representative of Company A also communicated that Company A had analyzed potential integration plans and envisioned roles for Mr. Solomon, Mr. Charney and Mr. Wieseneck in the combined organization. The representative of Perkins Advisors encouraged the representatives of Company A to submit its proposal as promptly as possible.

Later on June 16, 2022, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. Representatives of Ardea provided an overview of the June 15 Proposal and reviewed their preliminary financial analyses of the June 15 Proposal. Representatives of Cravath then reviewed with the members of the Board their fiduciary duties and other legal matters. Representatives of Ardea and Perkins Advisors then provided an update to the Board on their recent discussions with Perella Weinberg and with representatives of Company A. The Board then discussed the June 15 Proposal, noting that TD had been unwilling to increase the proposed price per share of common stock beyond $39.00 per share, but that TD had maintained such proposed price per share despite a broader decline in equity markets and an approximate 13% decline in the trading price of the class A common stock from $26.18 on June 3, 2022, the last trading day prior to the June 5 Proposal, to $22.88 on June 15, 2022. After discussion, the Independent Directors determined that while $39.00 per share of common stock represented compelling value for the Company, particularly in light of the market environment, TD had not increased its proposal from the June 5 Proposal and the Independent Directors were not willing to grant exclusivity, which could have precluded a competing proposal from Company A or any other interested party, at such valuation. After discussion regarding a potential response and counter-proposal to TD, the Board determined that it would convene a subsequent meeting the next day to continue discussion of a response to the June 15 Proposal.

On June 17, 2022, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. The Board continued discussions regarding the June 15 Proposal, including the fact that the June 15 Proposal was conditioned upon all members of the Company’s senior management team with “change of control” severance agreements waiving their rights under their existing “change of control” severance agreements and entering into retention arrangements representing a reduction in value as compared to such agreements, and that there was no guarantee that all members of the Company’s senior management team would be willing to do so absent agreement on roles and responsibilities with TD. Mr. Solomon noted that while he expected that there would be a negotiation among members of the Company’s senior management team and TD regarding the proposed retention arrangements if and when the Independent Directors authorized management to engage in such negotiations, he expected that satisfactory arrangements could be reached because the requisite members of the Company’s senior management team had expressed to Mr. Solomon that they would be willing to negotiate compensation arrangements that had a lower value than their existing “change of control” severance entitlements if so required in connection with a transaction. The members of Company management and Perkins Advisors then exited the meeting and the Independent Directors commenced an executive session, with representatives of Cravath, Morris Nichols and Ardea participating. In executive session, the Independent Directors discussed a potential response to the June 15 Proposal. After discussion, the Independent Directors instructed Ardea to communicate to TD that, while the June 15 Proposal was insufficient to warrant exclusivity, the Board would be willing to engage in further discussions and to authorize members of the Company’s management to engage in discussions with TD regarding post-closing employment and compensation arrangements if TD increased its proposal to $41.00 per share, and that the Board would be willing to consider exclusivity only after TD had increased its proposal to $41.00 per share and satisfied the other conditions to the June 15 Proposal, including completion of TD’s substantive due diligence and agreement on satisfactory retention arrangements with members of the Company’s management. The Independent Directors also discussed potential communications to Company A in order to cause Company A to provide an indication of interest on an accelerated timeframe, and instructed Ardea to communicate to Company A that any indication of interest needed to be delivered to the Company by the close

On June 17, 2022, following the Board meeting, representatives of Ardea communicated the Independent Directors’ position to representatives of Perella Weinberg. Shortly thereafter, representatives of Perella Weinberg contacted representatives of Ardea and communicated that TD was unwilling to increase its proposal above $39.00 per share of common stock given the continued decline in equity market conditions since TD had first communicated a proposal of $39.00 per share of common stock on June 5, 2022. Mr. Barth and Mr. Solomon also contacted Mr. Ahmed to communicate the Independent Directors’ position to Mr. Ahmed directly, and Mr. Ahmed reiterated that TD was unwilling to increase its proposal above $39.00 per share of common stock given market conditions and the impact of market conditions on the Company’s recent performance and short-term outlook.

Also on June 17, 2022, representatives of Ardea and Perkins Advisors contacted representatives of Company A’s financial advisor and indicated that the Company’s timetable for evaluating alternatives had shifted and requested that Company A submit an indication of interest by the close of business on June 22, 2022. Representatives of Company A’s financial advisor responded that, based on internal scheduling, it was unlikely that Company A would be in a position to submit an indication of interest on such timetable. Subsequent to that discussion, a representative of Company A contacted a representative of Perkins Advisors to discuss the timetable, and indicated that Company A would endeavor to submit an indication of interest promptly. The representative of Company A also indicated that Company A would like to discuss “change of control” severance arrangements with members of the Company’s management. The representative of Perkins Advisors replied that the Independent Directors would not authorize the Company’s management to engage in such discussions until the Board had received a proposal for the value that Company A was prepared to offer to the holders of common stock and the Board had evaluated such proposal.

Later on June 17, 2022, the Board reconvened a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. Mr. Barth and representatives of Ardea and Perkins Advisors provided updates to the Board on discussions with representatives of TD and Company A after the earlier Board meeting. The Board then discussed proposed responses and communications to each of TD and Company A. The Board noted that the Company had already requested that TD improve its proposal on three occasions, and on each occasion TD had reverted with a proposal of $39.00 per share of common stock and had repeatedly expressed an unwillingness to improve such proposal. The Board also noted that while Company A had not yet submitted an indication of interest, Company A continued to express strong interest in a potential acquisition of the Company and, given similarities in the Company’s and Company A’s respective businesses, Company A may be able to achieve greater cost synergies (but lower revenue synergies) than TD in a potential transaction. After discussion, the Board determined that, in light of the value reflected in the June 15 Proposal compared to the Company’s prospects as a standalone public company, including the risks of operating in any prolonged market downturn, it was advisable and in the best interests of the Company and its stockholders to pursue further discussions with TD on the basis of the June 15 Proposal, but that the Board was not willing to grant exclusivity to TD, given that TD had not improved its proposal above $39.00 per share of common stock and that Company A had not yet submitted an indication of interest. The members of Company management and Perkins Advisors then exited the meeting and the Independent Directors commenced an executive session with representatives of Cravath, Morris Nichols and Ardea participating. The Independent Directors noted that while the Board was willing to pursue further discussions with TD on the basis of the June 15 Proposal, the June 15 Proposal was not actionable absent an agreement between TD and members of the Company’s management regarding retention arrangements. After discussion, the Independent Directors authorized management to begin discussions with TD regarding post-closing compensation and retention arrangements, subject to guidelines for the conduct of such discussions to be prepared by Cravath and adopted by the Independent Directors, including requirements that members of the Company’s management keep the Independent Directors apprised of any material developments with respect to such discussions, that management not finalize any arrangements with TD or memorialize any arrangements in definitive written agreements until the Independent Directors had authorized management to do so, that management continue interacting with other interested counterparties where directed by the Independent Directors and that members of management retain separate legal counsel in their individual capacities to represent members of management in negotiations of any

Following the Board meeting, representatives of Ardea communicated the Board’s response to representatives of Perella Weinberg, and Mr. Solomon, acting upon the authorization of the Independent Directors, contacted Mr. Ahmed to inform Mr. Ahmed that management had been authorized to begin discussing compensation or retention arrangements with TD.

Beginning on June 18, 2022, Mr. Solomon held numerous meetings and conversations with Mr. Ahmed over the following weeks, with other representatives of management of TD and the Company participating in certain discussions, to discuss a variety of topics related to compensation and retention, including potential management structure and reporting lines following a potential transaction, TD’s proposed retention arrangements and post-closing compensation arrangements for the Company’s senior management team (including whether such compensation would be guaranteed or based on target bonus levels) and the companies’ respective compensation philosophies for other employees. These discussions spanned numerous topics regarding elements of the post-closing compensation structure for non-management employees of the Company, Company management’s role in determining compensation for Company employees post-closing and assurances that could be communicated to the Company’s employees prior to closing a potential transaction in order to ensure that the Company would be able to continue to recruit and retain key employees prior to closing. Mr. Solomon regularly updated Cravath and the Independent Directors on these discussions.

During this period, the Company also continued discussions with Company A regarding a potential transaction and continued providing due diligence information to Company A, and on June 20, 2022, Mr. Barth had a conversation with a representative of Company A to discuss the status of Company A’s evaluation and to reiterate that Company A would need to submit a proposal promptly in order for the Board to consider such proposal.

On June 22, 2022, Company A sent a letter to Mr. Barth reflecting a non-binding proposal to acquire 100% of the Company’s common stock based on an aggregate purchase of $1.45 billion, subject to reduction based on (i) any “change of control” payments or similar entitlements of the Company’s management and employees, (ii) any future guaranteed payments by Company A to retain identified existing Company personnel and (iii) the principal payment of the preferred stock (which we refer to as the “June 22 Company A Proposal”). The June 22 Company A Proposal was also subject to due diligence, and requested that the Company terminate negotiations with any other party regarding a potential transaction and negotiate exclusively with Company A for a period of 60 days from the date of the Company’s acceptance of the Proposal. The June 22 Company A Proposal was also subject to various regulatory approvals, including anticipated approvals required from the Federal Reserve Board and international banking regulators.

Following receipt of the June 22 Company A Proposal, representatives of Ardea and Perkins Advisors contacted representatives of Company A’s financial advisor to discuss the June 22 Company A Proposal, and indicated that, while the June 22 Company A Proposal did not attempt to quantify the potential adjustments to the purchase price or the net consideration to the holders of common stock, based on the Company’s fully diluted share count and existing “change of control” severance arrangements, Ardea estimated the net price to holders of common stock to be approximately $30 to $32 per share of common stock, which representatives of Company A’s financial advisor signaled agreement with. Representatives of Ardea and Perkins Advisors indicated that they would discuss the proposal with the Board, but indicated disappointment with both the valuation and the fact that, despite the Company’s prior requests, the June 22 Company A Proposal was not based on the net consideration payable to the holders of common stock.

On or about June 23, 2022, the Executives responded to TD with a counterproposal to the terms of the proposed new retention arrangements included in the June 15 Proposal, the terms of which included, among others, (i) the payment of the retention awards included in the June 15 Proposal in cash in equal installments on each of the first three anniversaries of the closing of a potential transaction in lieu of the restricted share units in TD common stock included in the June 15 Proposal, which the Company estimated to be equivalent to an

On June 24, 2022, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. Representatives of Ardea reviewed the economic terms of the June 22 Company A Proposal and provided an overview of their discussion with Company A’s financial advisor. After discussion, the Board determined that, given the valuation and uncertainty associated with the June 22 Company A Proposal, the June 22 Company A Proposal was insufficient in its current form. Mr. Solomon then provided an update to the Independent Directors on the status of negotiations between members of management and TD regarding compensation matters, noting that while progress had been made on the individual retention arrangements for members of management and TD, no agreement had yet been reached on such arrangements between the Executives and TD and discussions were also ongoing regarding post-closing compensation structures for the remaining employees to ensure the success of the combined business and retention of employees prior to closing the potential transaction. The Board then discussed whether, in light of the June 22 Company A Proposal, it was advisable to contact any other potential counterparties to assess interest in a potential transaction with the Company. The Board discussed that, while a limited number of potential counterparties may be interested in a transaction involving the Company, making such outreach would increase the risk of a potential public leak, which would have an adverse impact on the Company’s business, and that certain counterparties may attempt to recruit the Company’s key employees in the event of a leak. The members of Company management then exited the meeting and the Independent Directors commenced an executive session, with representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. The Independent Directors discussed a potential response to the June 22 Company A Proposal. After discussion, the Independent Directors instructed Ardea to communicate to Company A that the June 22 Company A Proposal was insufficient, that any revised proposal should be based solely on the net price per share payable to the holders of common stock, and Company A’s proposed price per share of common stock would need to be at or above $40.00; otherwise Company A would risk losing the opportunity for a transaction involving the Company. The representatives of Ardea and Perkins Advisors then exited the meeting, and the Independent Directors continued the executive session, with representatives of Cravath and Morris Nichols participating. After discussion among the Independent Directors and representatives of Cravath and Morris Nichols, the Independent Directors determined that it was advisable, given the risk of a potential leak and the potential impact of a leak on the organization (including employee retention), for the Company to continue discussions with TD and Company A but not to contact any other potential counterparties at that time. Following the meeting, representatives of Ardea and Perkins Advisors communicated the Board’s response to Company A.

On June 27, 2022, a representative of Company A contacted Mr. Barth to discuss the Board’s response to the June 22 Company A Proposal. The representative of Company A reiterated Company A’s interest in a strategic transaction involving the Company and noted that Company A had accelerated its evaluation of a potential transaction based on guidance from the Company. Mr. Barth confirmed that while the Board was appreciative of Company A’s interest, the structure of the June 22 Company A Proposal was problematic and that in order to properly evaluate a proposal, the Board would need an indication of value, net to the holders of common stock. The representative of Company A noted that the Company’s existing “change of control” severance obligations made it difficult to provide certainty of value. In response, Mr. Barth explained that Company A would be permitted to separately negotiate retention arrangements with members of management with “change of control” severance agreements, but that the Independent Directors and Company A would need to reach an agreement on the price per share of common stock first. The representative of Company A highlighted that Company A would not pay the full value of the Company’s existing “change of control” severance obligations and would propose to pay management significantly lower amounts in respect of retention, or else to forgo retention awards entirely and have management remain in their current roles with the Company after the consummation of a potential transaction. Mr. Barth reiterated that this was for the Company’s management to negotiate with Company A if Company A and the Independent Directors first reached an agreement on price. The representative of Company A and Mr. Barth also discussed the overall valuation of the June

During the week of June 25, 2022, representatives of management of the Company and TD continued discussions regarding due diligence and compensation matters, including providing TD and its advisors with access to the Company’s full data room and discussing compensation structures for the combined organization following a potential transaction and retention arrangements for the Executives.

On June 30, 2022, the Executives and TD reached a preliminary agreement in principle on retention arrangements, the terms of which included, among others, (i) the grant of a retention award to each Executive, which the Company estimated to be equivalent to an aggregate amount, for all Executives, of approximately $129 million, with one-third of each such award payable in cash at the closing of the potential transaction and two-thirds of each such award to be granted in the form of deferred cash awards vesting in equal installments on each of the first three anniversaries of such closing, (ii) the grant of integration awards in the form of cash awards to certain Executives that cliff vest on the third anniversary of such closing in an aggregate amount for all such Executives of $18 million and (iii) flexibility under the interim operating covenants of the proposed merger agreement for the Company to determine and allocate employee bonuses (including for the Executives) for calendar year 2022 based on compensation principles that are consistent with the Company’s past practices. The Company estimated the foregoing awards and payments to be equivalent to an aggregate amount, for all Executives, of approximately $147 million exclusive of (i) any annual bonuses for calendar year 2022 that the Executives may be allocated by the Company and (ii) severance entitlements in an aggregate amount, for all Executives, of approximately $22 million payable only in the event of a qualifying termination by TD within the first half of the first fiscal year of such closing. The Executives and TD also agreed to the restructuring of certain unvested Company compensation awards to extend the existing vesting schedule of such awards so as to vest in equal installments on each of the first three anniversaries of such closing (to the extent such restructuring would be permitted pursuant to applicable tax laws) and to entitlements to severance benefits upon a qualifying termination pursuant to a formula to be set forth in the employment agreements between the Executives and TD based on the year of termination and under TD’s general severance policy applicable to similarly situated employees. No new employment agreements were contemplated for any other employees of the Company. For a detailed discussion of the material terms of the Executives’ employment arrangements, including severance and retention entitlements, see the section entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 6970 of this proxy statement.

Also on June 30, 2022, TD communicated to representatives of the Company that Simpson Thacher would be sending drafts of a merger agreement and employment agreements to Cravath, and members of management retained employment counsel to represent members of management in their individual capacities in the review and negotiation of such employment agreements.

On June 30, 2022, a representative of Company A’s financial advisor contacted a representative of Ardea and informed the representative of Ardea that Company A was continuing its analysis of a potential transaction and expected that it may submit a revised proposal by July 5, 2022, which may include a range in “the high $30s” per share of common stock. The representative of Ardea reiterated the Board’s request that any revised proposal include a price per share of common stock at or above $40.00. Later that day, a representative of Company A contacted a representative of Perkins Advisors to communicate the same message, and suggested that Company A was internally evaluating a proposal with a price per share of common stock at or above $40.00.

Also on June 30, 2022, a representative of a financial advisor (which we refer to as “Financial Advisor X”), contacted Mr. Solomon to indicate that Financial Advisor X was meeting with an undisclosed potential client that may be interested in a transaction with the Company. Mr. Solomon acknowledged but did not comment on the information provided by Financial Advisor X. Later on June 30, 2022, Mr. Solomon informed Mr. Barth of the inquiry from Financial Advisor X.

On July 1, 2022, after the close of trading, Bloomberg News reported a rumor that TD was exploring an acquisition of the Company, although no decision had been made.

Later on July 1, 2022, representatives of Simpson Thacher sent a draft merger agreement to representatives of Cravath. The draft included, among other things, a proposed termination fee, which would be payable by the Company upon the occurrence of certain events, including the Company’s termination of the merger agreement

On July 2, 2022, members of the Company’s senior management met virtually with Mr. Ahmed and a senior Human Resources professional from TD to further discuss TD’s compensation programs as well as the Company’s compensation practices. The executives agreed that they would seek to structure compensation programs for non-executive employees to ensure the success of the combined business and retention of employees prior to closing the potential transaction. Later that day, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. Mr. Solomon provided an update to the Board on discussions with TD, noting that while there had been some challenges with respect to discussions regarding compensation policies, talks had progressed and management was expecting to receive individual employment agreements from TD shortly, and that Simpson Thacher had provided an initial draft of the merger agreement to Cravath, which Cravath was reviewing. In light of the public reports regarding a potential transaction with TD the prior day, Mr. Solomon also provided the Board with an overview of the other inquiries that he or the Company’s advisors had received. Mr. Solomon noted that the Chief Executive Officer of Company B, an independent U.S. investment bank, had tried to contact and left a voicemail for Mr. Solomon on June 15, 2022 to informally inquire whether he and Mr. Solomon should have a routine dinner but that, to Mr. Solomon’s knowledge, such inquiry was not in relation to any particular strategic transaction. Company B had previously been discussed by the Board as a potentially interested counterparty. The Board then discussed the inbound call from Financial Advisor X on June 30, and Mr. Solomon noted that, as of the time of the Board meeting, Financial Advisor X had not yet identified its potential client. After discussion, the Board instructed Mr. Solomon to engage with Company B and any other potential counterparties that expressed interest, but that the Company should not confirm to any competitor of the Company that it was engaged in discussions regarding a potential acquisition unless such competitor has expressed a bona fide interest in making an acquisition proposal. Representatives of Ardea and Perkins Advisors then exited the meeting, and the Independent Directors continued the executive session, with representatives of Cravath and Morris Nichols participating. The Independent Directors discussed potential reactions to a proposal from Company A. The Independent Directors also discussed that, prior to the Bloomberg News report on July 1, 2022, the Company was expecting to receive preliminary indications of interest in the coming weeks in connection with the Company’s ongoing asset divestiture processes, but that the Board did not believe it was likely that the Company would receive an attractive proposal in the then-current macroeconomic environment, particularly in light of the uncertainty as to the Company’s future given market rumors.

On July 4, 2022, Company A sent a letter to Mr. Barth reflecting a non-binding proposal to acquire 100% of the Company’s common stock for $40.00 in cash (which we refer to as the “July 4 Company A Proposal”). The July 4 Company A Proposal was subject to due diligence, which the letter indicated Company A expected to complete within 60 days of the Company’s countersignature of the letter, and requested that the Company terminate negotiations with any other party regarding a potential transaction and negotiate exclusively with Company A for a period of 60 days. The July 4 Company A Proposal was also subject to various regulatory approvals, including anticipated approvals required from the Federal Reserve Board and international banking regulators. Additionally, the July 4 Company A Proposal noted that Company A expected to discuss with management retention payments and contractual payments in lieu of existing “change of control” severance entitlements, and proposed that Company A would spend the initial five business days following countersignature of the letter by the Company working with the Company’s management team to agree to an aggregate retention pool for existing non-executive employees as well as mutually agreed contractual arrangements with the seven members of the Company’s senior management team with existing “change of control” severance agreements.

On July 5, 2022, the Chief Executive Officer of the capital markets business of Company C, an international bank with a U.S. investment banking business, contacted Mr. Solomon, and indicated that while Company C had not been previously considering a transaction with the Company, Company C would consider evaluating a transaction with the Company if the Company were interested and inquired whether Company C should pursue

On July 5, 2022, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. Representatives of Ardea and Cravath reviewed the terms of the July 4 Company A Proposal. The Board discussed the terms of the July 4 Company A Proposal, noting that the proposal offered a higher notional value per share of common stock than the $39.00 reflected in the June 15 Proposal, but that the July 4 Company A Proposal was subject to due diligence and contingent upon reaching an agreement with members of the Company’s management regarding retention arrangements and did not include any proposal for such retention arrangements. The Board also noted Company A had requested a substantially longer period than TD to complete its due diligence and that Company A’s proposal included additional regulatory conditions (including anticipated approvals required from the Federal Reserve Board and international banking regulators). After discussion, the Board determined that it was advisable for the Company to reject Company A’s request for exclusivity and to continue discussions and facilitating due diligence with each of TD and Company A, so that each party could complete its due diligence and satisfy any remaining conditions to its proposal as quickly as possible. The Independent Directors instructed the Company’s management and advisors to grant Company A access to the Company’s full data room and to share a draft merger agreement with Company A simultaneously with sharing a revised draft with TD. The Independent Directors also authorized management to begin discussions with Company A regarding post-closing compensation and retention arrangements, subject to guidelines to be prepared by Cravath and adopted by the Independent Directors consistent with the guidelines for negotiations with TD. Mr. Solomon then provided an update to the Board on the inquiry from Company C. The members of Company management and representatives of Ardea and Perkins Advisors then exited the meeting and the Independent Directors commenced an executive session, with representatives of Cravath and Morris Nichols participating. The Independent Directors noted that, because the proposals from each of TD and Company A were contingent upon reaching satisfactory retention arrangements with the Company’s management, and the Company’s management had not yet reached agreement on such arrangements with either party, it was advisable to continue discussions with both counterparties and to continue engaging with other potential counterparties that had expressed interest.

Later on July 5, 2022, following the Board meeting, acting on the July 2 instructions of the Board, Mr. Solomon attempted to contact the Chief Executive Officer of Company B to assess whether Company B would like to have a conversation with the Company, and left a voicemail for the Chief Executive Officer of Company B.

Also on July 5, 2022, a representative of Financial Advisor X contacted Mr. Solomon and informed Mr. Solomon that Financial Advisor X was representing Company D, a U.S. bank with a domestic investment banking business, and that Company D was interested in a potential acquisition of the Company and may be prepared to pay “a large premium”. Mr. Solomon requested that, if Company D were interested, Company D submit an indication with a range of potential values for the Board to consider. Mr. Solomon and the representative of Financial Advisor X then discussed arranging a meeting between Mr. Solomon and the Chief Executive Officer of Company D. Later that day, Mr. Solomon provided an update to the Independent Directors on the inquiry from Company D.

On July 6, 2022, the Chief Executive Officer of Company B tried to contact and left a voicemail for Mr. Solomon informing Mr. Solomon that he was returning Mr. Solomon’s phone call from July 5, 2022. Over the following days, Mr. Solomon and the Chief Executive Officer of Company B tried again to contact and left voicemails for one another. Mr. Solomon left a final voicemail for the Chief Executive Officer of Company B which was not returned, and there was no further contact from Company B.

Also on July 6, 2022, a representative of Company A sent Mr. Solomon a retention proposal for the Company’s senior management with “change of control” severance agreements, which consisted of guaranteed minimum compensation for such employees, retention payments to such employees based on the proceeds realized by Company A from sales of certain non-core assets of the Company during a three-year period after the closing of the proposed transaction (or, if sales of any of such assets were not executed, an agreed valuation of such remaining assets) and opportunities for additional incentive compensation based on the performance of the businesses formerly comprising the Company, with the sum of all such payments being capped at an amount equal to 70% of the value of each employee’s contractual “change of control” severance entitlements. Company A’s proposal did not include specific proposals regarding roles and responsibilities for individuals of

On July 7, 2022, Mr. Solomon had a call with a representative of Company A to discuss Company A’s July 6 retention proposal. A representative of Perkins Advisors participated at Mr. Solomon’s request. During this call, Mr. Solomon proposed to Company A a retention package for the Executives that was comparable to the retention package that had been agreed in principle between the Executives and TD on June 30, 2022 (which proposal represented aggregate payments to the Executives substantially below the value of such Executives’ existing “change of control” severance entitlements) and discussed structural issues relating to roles in the combined organization, including the impact of integrating the Company’s businesses with Company A’s existing investment banking business on reporting lines and on retention of key talent between signing and closing a potential transaction. Company A acknowledged Mr. Solomon’s proposal and that it would respond following internal discussion thereof.

Also on July 7, 2022, the Company shared a draft mutual confidentiality agreement with Company D, and a representative of Financial Advisor X contacted a representative of Ardea to communicate that Company D expected to submit an indication of interest in writing on July 8, 2022.

Later on July 7, 2022, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. Representatives of Ardea informed the Board that Company D was expected to submit an indication of interest in writing on July 8, 2022, but had not yet indicated a range of potential values. Mr. Solomon provided the Board with an update on retention discussions between the Company’s management and each of Company A and TD, noting that open issues remained with both parties. Mr. Solomon noted that TD had conducted substantial confirmatory due diligence and had indicated a potential ability to sign and announce a transaction as early as July 18, 2022. Mr. Solomon also provided an update on discussions with Company B and Company C, noting that neither party had followed up to express further interest in a transaction involving the Company as of that date. The members of Company management and representatives of Ardea and Perkins Advisors then exited the meeting and the Independent Directors commenced an executive session, with representatives of Cravath and Morris Nichols participating. The Independent Directors noted that Mr. Solomon and other members of the Company’s senior management had substantial concerns with the retention packages and compensation structures for non-management employees proposed by each of TD and Company A, but that both potential transactions were still viable. After discussion, the Independent Directors resolved to instruct Mr. Solomon to continue negotiations with each of TD and Company A and to keep the Independent Directors informed of any developments, and Mr. Barth communicated that instruction to Mr. Solomon.

On July 8, 2022, a representative of Company A contacted Mr. Solomon and informed Mr. Solomon that Company A would not be able to reach mutual agreement with management on its proposed retention package for the Executives or on the proposed organizational, compensation and retention structure for the Company’s employees as a part of Company A following the proposed transaction, as such retention and organizational structures would be too disruptive to Company A’s existing business. Mr. Solomon asked whether Company A had any counter-proposals regarding retention and organizational structures to discuss further, and the representative of Company A confirmed that Company A did not have a counter-proposal. Mr. Solomon thanked the representative of Company A for the time and effort that he and his team had made, but did not engage in any further negotiations and promptly informed the Independent Directors.

Later on July 8, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. Mr. Solomon provided an update to the Board on his discussions with Company A regarding retention and compensation matters, noting that Company A had expressed that it would not be able to reach mutual agreement with management on its proposed retention package for the Executives or on the proposed organizational, compensation and retention structure for the Company’s employees as a part of Company A following the proposed transaction, as such retention and organizational structures would be too disruptive to Company A’s

During that Board meeting, Company D sent a letter to Mr. Solomon reflecting a non-binding proposal to acquire 100% of the Company’s common stock for consideration in the range of $1.539 billion to $1.847 billion, which Company D calculated as equivalent to $40.00 to $48.00 per share of common stock based on an estimated 38.5 million shares of common stock outstanding on a fully diluted basis (which we refer to as the “July 8 Company D Proposal”). The July 8 Company D Proposal was subject to due diligence, and requested that the Company terminate negotiations with any other party regarding a potential transaction and negotiate exclusively with Company D for a period of 60 days from the date of the Company’s acceptance of the proposal. The July 8 Company D Proposal was also subject to various regulatory approvals, including approvals that would likely be required from the Federal Reserve Board and international banking regulators. The July 8 Company D Proposal noted that Company D welcomed the opportunity to discuss customary terms of retention of Company personnel at the appropriate time during the process but did not include any proposals for management retention or specify any individuals that would be expected to agree to retention terms.

After review and discussion, the Board noted that the July 8 Company D Proposal would be equivalent to $39.36 to $47.24 per share of common stock utilizing the Company’s then-current share count of approximately 39.1 million shares of common stock outstanding on a fully diluted basis, and the range of valuations reflected in the July 8 Company D Proposal was higher than the $39.00 per share of common stock proposed by TD in the June 15 Proposal. However, the Board noted that the July 8 Company D Proposal was preliminary, reflected a wide range of potential valuations, was subject to substantial due diligence, and was silent as to certain structural elements (including whether the consideration would be in the form of cash or stock consideration and whether the proposal was contingent on retention of Company personnel). After discussion, the Board noted that, if actionable, the July 8 Company D Proposal may provide greater value to the holders of common stock than the value proposed by either TD or Company A, and the Board instructed the Company’s management and advisors to enter into a confidentiality agreement with Company D and to facilitate Company D’s due diligence as quickly as possible. In addition, the Board instructed Ardea to request that Company D provide an updated proposal by July 14, 2022, reflecting a narrower price range based on Company D’s initial due diligence and reflecting Company D’s assumptions regarding retention of management and any required retention arrangements. The members of Company management then exited the meeting and the Independent Directors commenced an executive session, with representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. After further discussion regarding the response and messaging to Company D, the representatives of Ardea and Perkins Advisors exited the meeting. Representatives of Cravath then discussed with the Independent Directors certain proposed revisions to the merger agreement with TD. After discussion, the Independent Directors authorized Cravath to send a revised draft merger agreement to TD reflecting, among other things, a proposed company termination fee of $30.0 million, or approximately 2.0% of transaction equity value, the removal of any closing conditions based on client consents and any key person conditions, if applicable, with respect to the Company’s investment management and advisory businesses, and a “hell or high water” regulatory standard requiring TD to take or agree to all actions or restrictions necessary in order to obtain any regulatory approvals required to consummate the merger.

On July 9, 2022, Mr. Solomon had a call with the Chief Executive Officer of Company D’s investment banking division, during which Company D expressed that Company D was interested in the Company’s research, investment banking and equity capital markets and equities trading businesses. Company D also indicated that they viewed the proposed transaction as a “merger of equals” for the companies’ respective investment banking businesses.

On July 10, 2022, the Company and Company D entered into a mutual confidentiality agreement, which contained a standstill provision that would automatically terminate upon the entry by the Company into a definitive acquisition agreement with a third party.

On July 11, 2022, representatives of Cravath shared a revised draft merger agreement with representatives of Simpson Thacher reflecting the positions authorized by the Independent Directors on July 8.

On July 12, 2022, Company A sent a letter to Mr. Barth formally withdrawing the July 4 Company A Proposal, noting that Company A had been unable to find a mutual agreement with the Company’s management regarding “change of control” severance, management and employee retention and organizational structure, which agreement was a condition to the July 4 Company A Proposal.

Also on July 12, 2022, representatives of the Company’s management and senior members of Company D’s management team held an in-person meeting to review a management presentation on the Company’s business, which included the “Base Case” and “High Case” Financial Forecasts that had previously been shared with TD and Company A. During this meeting, the representatives of Company D expressed interest in the strategic rationale for an acquisition of the Company, which Company management and Company D’s management discussed further over dinner.

On July 13, 2022, Mr. Barth contacted a representative of Company A to discuss Company A’s withdrawal letter on behalf of the Independent Directors, and to explore if there was any path forward given the issues related to organizational structure and management retention. The representative of Company A informed Mr. Barth that there were a number of issues that would make an acquisition of the Company impracticable for Company A. The representative of Company A noted that Company A had concerns with the cultural fit of the two organizations, including substantial differences in the compensation structures for non-management employees (and difficulty in integrating the Company’s compensation practices based on an aggregate compensation-to-revenue target into Company A’s larger organization) and overlapping businesses and management roles, which, in Company A’s view, created difficulties in creating a viable leadership structure and reporting lines for the combined organization. The representative of Company A also noted that Company A was not willing to pay the Company’s management the existing “change of control” severance entitlements and was not willing, in lieu of such severance entitlements, to pay retention compensation inconsistent with the compensation rates used in Company A’s business.

On July 13, 2022 and July 14, 2022, representatives of the Company’s management and Company D held numerous due diligence calls.

On July 13, 2022, the Chief Executive Officer of Company C contacted Mr. Solomon and informed Mr. Solomon that, given Company C’s focus on other strategic priorities, Company C would not be pursuing a transaction with the Company at that time.

Also on July 13, 2022, representatives of Simpson Thacher shared a revised draft merger agreement with representatives of Cravath, which included, among other things, a proposed company termination fee of 3.5% of transaction equity value, an indication that a potential condition to TD’s obligations to close the merger related to fund consents remained subject to due diligence, and a reinsertion of the previous limitation on TD’s obligations to take or agree to conditions or restrictions in connection with obtaining consents or approvals required in connection with the merger to those that, individually or in the aggregate, would not have or would not reasonably be expected to have a material and adverse effect on the Company and its subsidiaries, taken as a whole, or TD and its subsidiaries, taken as a whole (with TD deemed to be the same size as the Company and its subsidiaries, taken as a whole).

On July 14, 2022, a representative of Company D contacted a representative of Ardea, and informed Ardea that Company D would need additional time to conduct due diligence and evaluate the cultural fit of the two businesses, and therefore would not be engaging further on a potential acquisition of the Company at such time. The representative of Company D indicated that Company D would consider reengaging in discussions in August if the Company were still available, but would need 30 to 45 days from that point to finalize diligence for a potential transaction. A representative of Company D subsequently contacted a representative of Perkins Advisors on July 15, 2022, and stated that Company D was concerned with potential leaks regarding a transaction involving the Company and therefore did not want to reengage until after both Company D and the Company had announced second quarter earnings.

On July 18, 2022, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. Mr. Barth provided a summary to the Board of his discussion with Company A on July 13, including his impression that it was clear, based on that conversation, that Company A was not seriously interested in continuing to pursue a transaction with the Company. Representatives of Ardea and Perkins Advisors then provided a summary of their respective discussions with representatives of Company D, noting Company D’s position that it would not reengage until August. The Board discussed that waiting to reengage with Company D and for Company D to begin due diligence in August

On July 20, 2022, representatives of Cravath shared a revised draft merger agreement with representatives of Simpson Thacher reflecting the positions authorized by the Independent Directors on July 18.

Also on July 20, 2022, the Board held a regular quarterly meeting in person, with members of the Company’s management participating. During such meeting, the Board requested that representatives of Cravath, Ardea and Perkins Advisors join to discuss the status of the potential transaction with TD and other proposals. The Board discussed the fact that, while two other proposals had been submitted with a nominal value in excess of $39.00 per share of common stock, both of those proposals had been subject to contingencies that had not been satisfied and were not actionable (and, in the case of the Company A proposal, had been definitively withdrawn), and the TD proposal was the only remaining actionable proposal and offered the greatest combination of value and certainty. The Board also discussed whether, based on the receipt of other competing proposals, the Company should request improvements to the proposed transaction with TD. The members of Company management and the representatives of Ardea and Perkins Advisors then exited the meeting and the Independent Directors commenced an executive session, with representatives of Cravath and Morris Nichols participating. During the executive session, the Independent Directors determined that, the TD proposal was the best option reasonably available under the circumstances at that time (and was advisable to the Company and its stockholders) and that, while TD had rejected requests for an increase in the merger consideration above $39.00 per share of common stock on three prior occasions, TD likely had capacity to improve the terms of its proposal and instructed the Company’s advisors to seek improvements to the terms of TD’s proposal.

On July 22, 2022, representatives of Cravath and Simpson Thacher had a call to discuss the draft merger agreement. During the call, the representatives of Simpson Thacher highlighted areas of concern for TD in the revised draft sent on July 20, including that (i) TD was not willing to agree to a “hell or high water” standard for TD’s obligations to seek all required regulatory approvals or a reverse termination fee in the event that any required regulatory approvals cannot be obtained, (ii) TD was not willing to agree to any restrictions on TD’s ability to close TD’s pending acquisition of First Horizon Corporation, (iii) TD wanted the Company to pursue a

Later on July 22, 2022, representatives of Simpson Thacher sent a revised draft merger agreement to representatives of Cravath reflecting the positions previously communicated, as well as a proposed company termination fee of $42.25 million.

Also on July 22, 2022, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. Mr. Solomon provided an update on discussions with TD, noting that progress had been made on the individual employment agreements and broader employee retention issues in the draft merger agreement, as well as post-closing compensation structures for the remaining employees to ensure the success of the combined business and retention of employees prior to closing the potential transaction. Representatives of Cravath then reviewed with the Board the open issues in the merger agreement, including the issues that Simpson Thacher had raised on the call with Cravath earlier in the day. After discussion, the Independent Directors authorized Cravath to respond to Simpson Thacher that, in order for TD’s proposal to continue to be the most favorable option reasonably available to the Company’s stockholders under the circumstances, TD would need to improve deal certainty, including that (i) there would be either a “hell or high water” standard for TD’s obligations to seek all required regulatory approvals or a reverse termination fee of $100.0 million payable by TD in the event that any required regulatory approvals cannot be obtained, (ii) TD would be required to seek the NRC Approval or DFS Approval, as applicable, if a restructuring or disposition of the relevant assets could not be timely implemented and (iii) the transaction would not be conditioned upon receipt of any non-governmental third-party consents, including fund consents. The members of Company management and the representatives of Ardea and Perkins Advisors then exited the meeting and the Independent Directors commenced an executive session, with representatives of Cravath participating. After discussion, the Independent Directors determined that, given the open issues in the merger agreement and TD’s prior rejection of any price improvements above $39.00 per share of common stock, the best way to improve the terms of TD’s current proposal was to maximize deal certainty in the merger agreement, particularly given the potential harm to the Company’s business and employee retention in the event that a definitive agreement was signed and announced but the proposed transaction failed to close.

Over the next several days, the Company and TD exchanged multiple drafts of the merger agreement and issues lists, and representatives of Cravath and Simpson Thacher had numerous discussions to resolve the open issues in the merger agreement. During these discussions, TD proposed that, in lieu of a “hell or high water’ standard for TD’s obligations to seek all required regulatory approvals or a reverse termination fee of $100.0 million payable by TD in the event that any required regulatory approvals cannot be obtained, the Company would be entitled to expense reimbursement from TD (which we refer to as the “expense reimbursement”) in the event that any required regulatory approvals cannot be obtained, including (i) $10.0 million for fees and expenses, (ii) the aggregate face amount of employee retention awards which have been allocated and communicated to employees (subject to certain limitations and requirements) and (iii) the designated capped amount for the premium of an insurance policy that may, at the request of TD, be bound by the Company pursuant to the merger agreement.

On July 27, 2022, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating. Representatives of Cravath reviewed with the Board the updated terms of the draft merger agreement, including the proposed expense reimbursement. The representatives of Cravath noted that, if the parties agreed on mutually satisfactory language and triggers for the expense reimbursement, the provision would provide for an expense reimbursement payment of $100.0 million and would therefore be substantively similar to the $100.0 million reverse termination fee previously proposed by the Independent Directors. After discussion, the Independent Directors authorized representatives of Cravath to finalize a draft of the merger agreement reflecting the proposed expense reimbursement, pending final Board approval at a subsequent meeting. The members of Company management and representatives of Ardea and Perkins Advisors then exited the meeting and the Independent Directors commenced an executive session, with representatives of Cravath and Morris Nichols participating. Mr. Barth informed the Independent Directors that Ardea had requested that the Independent Directors reaffirm or update the Weightings prior to Ardea delivering a fairness opinion to the Board in connection with the proposed transaction. At the request of the Independent Directors,

After the Board meeting on July 27, 2022, representatives of the Company, TD, Cravath and Simpson Thacher discussed and exchanged comments to the draft merger agreement, and the Executives and representatives of TD and Simpson Thacher discussed and exchanged comments to the draft employment agreements between the Executives and TD. At the conclusion of these discussions, the parties had agreed on the material terms of the merger agreement. The Executives and TD had also agreed on the material terms of the Executives’ employment agreements, which terms were consistent with the terms of the agreement in principle reached on June 30, 2022, including waiving their rights under their existing “change of control” severance agreements. For a detailed discussion of the material terms of the Executives’ employment arrangements, including severance and retention entitlements, see the section entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 6970 of this proxy statement.

On July 28, 2022, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating for the purpose of reviewing the proposed transaction with TD. Representatives of Cravath reviewed the Board’s fiduciary duties in connection with its consideration of the proposed transaction. Representatives of Ardea began to review its financial analysis of the merger consideration of $39.00 per share of common stock. During such review, Mr. Ahmed contacted Mr. Solomon and informed Mr. Solomon that, due to a few remaining outstanding due diligence items, TD would need until the beginning of the next week in order to finalize its due diligence and sign the definitive merger agreement. After discussion, the Board instructed management to facilitate TD’s remaining due diligence and to finalize the terms of the merger agreement and the Executives’ employment agreements, and determined to reconvene a Board meeting once such due diligence was completed.

Between July 28, 2022 and August 1, 2022, the parties held numerous discussions regarding due diligence and the merger agreement. On August 1, following completion of such due diligence, the Board held a meeting by videoconference, with representatives of the Company’s management and representatives of Cravath, Morris Nichols, Ardea and Perkins Advisors participating for the purpose of reviewing the proposed transaction with TD. Representatives of Cravath reviewed the Board’s fiduciary duties in connection with its consideration of the proposed transaction. Representatives of Ardea reviewed its financial analysis of the merger consideration of $39.00 per share of common stock. Ardea then rendered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated August 1, 2022, that, as of the date of such written opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Ardea in preparing its opinion, the merger consideration of $39.00 per share of class A common stock to be paid to the holders of class A common stock (other than as specified in such opinion) pursuant to the merger agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Ardea’s opinion, see the section entitled “The Merger—Opinion of Ardea Partners LP” beginning on page 6364 of this proxy statement. The written opinion delivered by Ardea is attached to this Proxy Statement as Annex B. Representatives of Cravath then reviewed with the Board the terms of the proposed merger agreement, including the terms of the “no shop” provisions and the expense reimbursement provisions. Following additional discussion and consideration of the proposed merger agreement and the merger and the other transactions contemplated by the proposed merger agreement, the Board recessed and the Compensation Committee of the Board convened and unanimously approved certain employment compensation and other employee benefit arrangements with respect to the employees of the Company in connection with the proposed merger agreement, including the treatment of Company equity awards. For a detailed discussion of the material terms of the Executives’ employment arrangements, including severance and retention entitlements, see the section entitled “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 6970 of this proxy statement. Following such approval by the Compensation Committee of the Board, the Board reconvened and unanimously (i) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement; (ii) determined that it is fair and advisable to, and

Following the conclusion of the Board meeting, the parties executed and delivered the merger agreement on August 1, 2022.

On August 2, 2022, prior to the opening of trading on the Nasdaq, the parties issued a joint press release announcing the merger.

At the special meeting of the Board on August 1, 2022, after consideration, including the material factors described in the section entitled “—Reasons for the Merger” beginning on page 5253 of this proxy statement, and detailed discussions with the Company’s management and its legal and financial advisors, at such meeting and prior meetings of the Board, the Board unanimously:

As described in the section above entitled “—Background of the Merger” beginning on page 3031 of this proxy statement, prior to and in reaching its unanimous determination to (i) approve and declare advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement; (ii) determine that it is fair and advisable to, and in the best interests of, the Company and its stockholders to enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement; (iii) direct that the merger agreement be submitted to the stockholders of the Company for adoption; (iv) recommend that such stockholders vote their shares of common stock in favor of adopting the merger agreement and approving the transactions contemplated thereby (including the merger); and (v) authorize the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the merger and the other transactions contemplated by the merger agreement, the Board consulted with and received the advice of its financial advisors and outside counsel, discussed certain issues with the Company’s management and considered a variety of factors weighing positively in favor of the merger, the merger agreement and the transactions contemplated thereby, including, among other things, the following non-exhaustive list of material factors (not necessarily in order of relative importance):

In the course of its deliberations, the Board also considered a variety of risks and other countervailing factors weighing against the merger, the merger agreement and the transactions contemplated thereby, including, among other things, the following non-exhaustive list of material factors (not necessarily in order of relative importance):

The Board concluded that the uncertainties, risks and other countervailing factors weighing against the merger were outweighed by the potential benefits weighing positively in favor of the merger.

In addition, the Board was aware of and considered the fact that the Company’s executive officers and certain other employees have financial interests in the merger that may be different from, or in addition to, those of the Company stockholders generally, including those interests that are a result of new employment agreements with TD to be effective as of the closing of the merger, as described more fully below in the section entitled “—Interests of the Company’s Directors and Executive Officers in the Merger”.

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. The Board unanimously reached the conclusion to (i) approve and declare advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement; (ii) determine that it is fair and advisable to, and in the best interests of, the Company and its stockholders to enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement; (iii) direct that the merger agreement be submitted to the stockholders of the Company for adoption; (iv) recommend that such stockholders vote their shares of common stock in favor of adopting the merger agreement and approving the transactions contemplated thereby (including the merger); and (v) authorize the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the merger and the other transactions contemplated by the merger agreement. In view of the wide variety of factors considered by the Board in connection with its evaluation of the merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board. Rather, the Board made its recommendation based on the totality of the information available to the Board, including discussions with, and questioning of, the Company’s management and its financial and legal advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

This explanation of the Board’s reasons for its recommendations and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 2021 of this proxy statement.

In addition, the Board was aware of and considered the fact that the Company’s executive officers and certain other employees have financial interests in the merger that may be different from, or in addition to, those of the Company’s stockholders generally, including those interests that are a result of new employment agreements with Parent to be effective as of the closing of the merger, as described more fully below in the section entitled “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 6970 of this proxy statement.

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. The Board unanimously reached the conclusion to (i) approve and declare advisable the merger agreement, the merger and the other transactions contemplated by merger agreement; (ii) determine that it is fair and advisable to, and in the best interests of, the Company and its

This explanation of the Board’s reasons for its recommendations and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 2021 of this proxy statement.

The Company does not, as a matter of course, publicly disclose forecasts as to future performance, earnings or other results due to the uncertainty and unpredictability of the underlying assumptions and estimates. However, the Company has included in this proxy statement certain financial forecasts of the Company that, to the extent described herein, were furnished to the Board, the Company’s financial advisors and certain other parties potentially interested in a transaction with the Company, in connection with the discussions concerning the proposed merger.

These Financial Forecasts (as defined below) were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles in the United States (“GAAP”). A summary of this information is presented below.

The Financial Forecasts were prepared by the management of the Company on a stand-alone basis without giving effect to entry into the merger agreement or the transactions contemplated by the merger agreement (including the merger), including but not limited to: any potential synergies that may be achieved as a result of the merger, any divestitures or other restrictions that may be imposed in connection with the receipt of any necessary governmental or regulatory approvals, any changes to the Company’s strategy or operations that may be implemented after the consummation of the merger, or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement with Parent had not been entered into but were instead altered, accelerated, postponed or not taken in anticipation of the merger, or any costs incurred in connection with the merger. The management of the Company did not quantify synergies that may be achieved as a result of the merger. Furthermore, the Financial Forecasts do not take into account the effect of any failure of the merger to be consummated and should not be viewed as relevant or continuing in that context. The Financial Forecasts consist of three scenarios, a “Low Case”, “Base Case” and “High Case”, based on management of the Company’s reasonable best estimates and assumptions with respect to the future financial performance of the Company on a standalone basis. Management developed the three scenarios assuming a continued weak macroeconomic environment in the “Low Case”, a quick return to a healthy macroeconomic environment in the “Base Case”, and a robust macroeconomic environment and successful growth and development of early stage business initiatives (e.g., the Company’s Cowen Digital Business) in the “High Case”. Each of these scenarios were considered by the Board and assigned a probability weighting, 55% for the Low Case, 35% for the Base Case and 10% for the High Case, for purposes of considering and evaluating strategic alternatives, including for use by Ardea in connection with the rendering of Ardea’s opinion to the Board and in performing its financial analyses, as described in the section entitled “The Merger— Opinion of Ardea Partners LP” beginning on page 6364 of this proxy statement.

While the Financial Forecasts were prepared in good faith, no assurances can be made regarding future events and the estimates and assumptions underlying these financial forecasts involve judgments with respect to,

The Financial Forecasts include certain non-GAAP financial measures, including Unlevered Free Cash Flow, Economic Operating Income and Economic Operating Income per Share (in each case, as defined below). The management of the Company included forecasts of Unlevered Free Cash Flow, Economic Operating Income and Economic Operating Income per Share in the Financial Forecasts because the management of the Company believes that Unlevered Free Cash Flow, Economic Operating Income and Economic Operating Income per Share could be useful in evaluating the business, potential operating performance and cash flow of the Company and because similar non-GAAP financial measures are commonly used by investors to assess financial performance and operating results of ongoing business operations. The management of the Company included forecasts of Unlevered Free Cash Flow in the Financial Forecasts because the management of the Company believes Unlevered Free Cash Flow could be useful in evaluating the future cash flows generated by the Company.

Investors should also note that these non-GAAP financial measures presented in this proxy statement are not prepared under any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP. While the Company believes that these non-GAAP financial measures provide meaningful information to help investors understand the Company’s operational results and to analyze the Company’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these non-GAAP financial measures. Investors should also note that these non-GAAP financial measures presented in this proxy statement have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. Because of the non-standardized definitions, the non-GAAP financial measures may be calculated differently from, and will not be directly comparable to, similarly titled measures used by the Company’s competitors and other companies in the Company’s industry, or any similarly titled measures used by such companies.

Due to the inherent limitations of non-GAAP financial measures, investors should consider non-GAAP measures only as a supplement to, not in isolation of GAAP or as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. The footnotes to the tables below provide certain supplemental information with respect to the calculation of these non-GAAP financial measures. All of the financial forecasts summarized in this section were prepared by the Company’s management. Neither KPMG LLP (“KPMG”), the Company’s independent registered public accounting firm, nor any other independent registered public accounting firm nor any other person has examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these financial forecasts and, accordingly, neither KPMG nor any other independent registered public accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent registered public

The Financial Forecasts were relied upon by Ardea for its financial analysis in connection with the preparation of its opinion and by the Board for its consideration of the merger. Financial measures provided to a financial advisor in connection with a business combination transaction are not subject to SEC rules regarding disclosures of non-GAAP financial measures, and reconciliations of non-GAAP financial measures were not provided to, nor relied upon by, Ardea or by the Board. In addition, none of the other potentially interested parties that received the Financial Forecasts were provided with any such reconciliation. Accordingly, we have not provided a reconciliation of the financial measures in this proxy statement.

By including in this proxy statement the Financial Forecasts below, none of the Company or any of its representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Financial Forecasts. Accordingly, the Financial Forecasts should not be construed as financial guidance, nor relied upon as such, and the Financial Forecasts may differ in important respects from the guidance, which are presented as a range and which the Company’s management prepared based on a different set of assumptions. The inclusion of the Financial Forecasts in this proxy statement does not constitute an admission or representation by the Company that the information contained therein is material. The Financial Forecasts summarized in this section reflected the opinions, estimates and judgments of the Company’s management at the time they were prepared and have not been updated to reflect any changes since such Financial Forecasts were prepared. Neither the Company nor, after consummation of the merger, the Surviving Corporation, undertakes any obligation, except as required by law, to update or otherwise revise or reconcile the Financial Forecasts to reflect circumstances existing since their preparation, changes in general economic or industry conditions or the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error.

The following table sets forth a summary of the financial projections made available to the Board, the Company’s financial advisors and certain parties potentially interested in a transaction with the Company (the “Financial Forecasts”); the summary of the Financial Forecasts is not included in this proxy statement to induce any Cowen stockholder to vote in favor of the approval of the merger proposal or any other proposals to be voted on at the special meeting:

Pursuant to an engagement letter between the Company and Ardea dated June 28, 2022, the Company retained Ardea as its financial advisor in connection with the transactions contemplated by the merger agreement.

At a meeting of the Board held on August 1, 2022, representatives of Ardea rendered to the Board Ardea’s oral opinion, subsequently confirmed in a written opinion dated August 1, 2022 and delivered to the Board, to the effect that, as of the date of Ardea’s written opinion, and based upon, and subject to, the factors and assumptions set forth therein, the $39.00 in cash per share of class A common stock, without interest, to be paid to the holders of shares of class A common stock pursuant to the terms of the merger agreement was fair, from a financial point of view, to such holders.

The full text of Ardea’s written opinion, dated August 1, 2022, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations upon the scope of review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. The summary of the Ardea opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Ardea’s written opinion. Cowen stockholders are urged to, and should, read the Ardea opinion carefully and in its entirety. Ardea provided its advisory services and opinion for the information and assistance of the Board in connection with its consideration of the transactions contemplated by the merger agreement. Ardea’s opinion does not constitute a recommendation as to how any holders of class A common stock should vote with respect to the transaction contemplated by the merger agreement or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Ardea reviewed, among other things:

Representatives of Ardea have also held discussions with members of the senior management of the Company regarding their assessment of the strategic rationale for, and the potential benefits of, the transactions contemplated by the merger agreement and the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the class A common stock; compared certain financial information for the Company with similar financial and stock market information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the investment banking industry and in other industries; and performed such other studies and analyses, and considered such other factors, as Ardea deemed appropriate.

For purposes of providing its advisory services and rendering the opinion described above, Ardea, with the Board’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Ardea, without assuming any responsibility for independent verification thereof. In addition, Ardea assumed with the Board’s consent that the Financial Forecasts and the Weightings were reasonably prepared on a basis reflecting the best then-currently available estimates and judgments of the management of the Company and the Board. Ardea did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries, and Ardea was not furnished with any such evaluation or appraisal. Ardea assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transactions contemplated by the merger agreement will be obtained without any adverse effect on the Company or on the expected benefits of such transactions in any way meaningful to Ardea’s analysis. Ardea also assumed that the transactions contemplated by the merger agreement will be consummated on the terms set forth therein, without the waiver or modification of any term or condition therein, the effect of which would be in any way meaningful to Ardea’s analysis.

Ardea’s opinion does not address the underlying business decision of the Company to engage in the transactions contemplated by the merger agreement, the relative merits of such transactions as compared to any strategic alternatives that may be available to the Company, or any legal, regulatory, tax or accounting matters. Ardea’s opinion addresses only the fairness from a financial point of view to the holders of shares of class A common stock, as of the date of the opinion, of the $39.00 in cash per share of class A common stock to be paid to such holders pursuant to the terms of the merger agreement. Ardea did not express any view on, and Ardea’s opinion does not address, any other term or aspect of the merger agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with such transactions, including, the fairness of the transactions contemplated by the merger agreement to, or any other consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company. In addition, Ardea did not express an opinion, whether relative to the $39.00 in cash per share of class A common stock to be paid to such holders pursuant to the terms of the merger agreement or otherwise, on either the fairness of the transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, officers, directors or employees of the Company, or other constituencies of the Company or the fairness to any person (including the holders of shares of class A common stock) of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any class of such persons in connection with the transactions contemplated by the merger agreement. Ardea did not express any opinion as to the prices at which any securities of the Company will trade at any time or as to the impact of the transactions contemplated by the merger agreement on the solvency or viability of the Company or the ability of the Company to pay its obligations when they come due. Ardea’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Ardea as of, the date of its opinion and Ardea assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Ardea’s advisory services and the opinion expressed in its opinion were provided solely for the information and assistance of the Board in connection with its consideration of the transactions contemplated by the merger agreement and such opinion does not constitute a recommendation as to how any person should act or vote with respect to such transactions or any other matter. Ardea’s opinion was approved by the Fairness Committee of Ardea.

The following is a summary of the material financial analyses presented by Ardea to the Board in connection with rendering to the Board the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Ardea, nor does the order of analyses described represent relative importance or weight given to those analyses by Ardea.

Parts of the below summary include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Ardea’s financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 29, 2022, and is not necessarily indicative of current market conditions.

The results of these analyses are summarized as follows:

Ardea performed an illustrative discounted cash flow analysis on the Company using the Financial Forecasts and the Weightings. Using the mid-year convention for discounting and illustrative discount rates ranging from 10.5% to 11.5%, which reflect estimates of the Company’s weighted average cost of capital on a standalone basis derived by application of the Capital Asset Pricing Model (or CAPM), Ardea discounted to present value as of March 31, 2022 (i) estimates of unlevered free cash flows for the Company for the nine months ending December 31, 2022 and the years 2023 through 2026 for each of the cases in the Financial Forecasts and (ii) illustrative terminal values for the Company as of December 31, 2026 derived by applying illustrative terminal multiples, ranging from 4.0x to 6.0x to 2026 estimated unlevered economic operating income for each of the cases in the Financial Forecasts. For each of the cases in the Financial Forecasts, Ardea derived a range of illustrative enterprise values for the Company by adding the range of present values it derived as described above for the period from March 31, 2022 through December 31, 2026 to the range of present values of the illustrative terminal values it derived as described above for such case. Ardea then subtracted from the range of illustrative enterprise values it derived for the Company the amount of net debt of the Company as of March 31, 2022, as provided by management of the Company and approved for Ardea’s use by the management of the Company, to calculate a range of illustrative implied equity values of the Company as of March 31, 2022. Ardea then divided the range of illustrative implied equity values by the total number of shares of class A common stock outstanding on a fully diluted basis as of March 31, 2022, as provided by management of the Company, for each case in the Financial Forecasts (reflecting the preferred stock as debt in the Low Case Financial Forecast in cases where the face value of the security would exceed the as-converted value, inclusive of any “make-whole”, and in all other cases on an as-converted basis, inclusive of any “make-whole”) to calculate an illustrative range of implied per-share equity values for each case. Ardea then applied the Weightings to such illustrative ranges of per-share

Ardea performed an analysis to derive an illustrative range of implied present values per share of class A common stock on a standalone basis, based on implied future values calculated by Ardea for shares of class A common stock using the Financial Forecasts and Weightings.

Ardea calculated an illustrative range of implied present values per share of class A common stock as of March 31, 2022 based on hypothetical future stock prices for shares of class A common stock as of the end of each of the years 2022 through 2025 and expected cumulative dividends based on the Financial Forecasts and Weightings. For purposes of this analysis, Ardea derived hypothetical future stock prices for class A common stock by applying multiples ranging from 4.0x to 6.0x to the Company’s weighted 1-year forward projected EOI/Share as of each of December 31, 2022, 2023, 2024 and 2025, respectively. Ardea then discounted to present value these future stock prices and, using the mid-year discounting convention, the estimated dividends to be paid per share of class A common stock through the end of the applicable year to March 31, 2022, using a discount rate of 12.1%, reflecting an estimate of the Company’s cost of equity derived by application of the CAPM. This analysis resulted in a range of illustrative implied present values per share of class A common stock of $19 to $32 (all values rounded to the nearest dollar).

Ardea analyzed certain publicly available information relating to the selected acquisition transactions listed below since 2012 with a value greater than $100.00 million involving target companies in the investment banking industry that had product offerings that were similar to the product offerings of the Company.

While none of the companies that participated in the selected transactions is directly comparable to the Company and none of the selected transactions are directly comparable to the proposed merger, the selected transactions are transactions that, in Ardea’s professional judgment and experience, involved target companies with operations that, for the purposes of analysis, may be considered similar to certain of the Company’s results, market size and product profile.

For each of the selected transactions, Ardea calculated and compared the announced transaction value as (i) a multiple of the target company’s forward earnings, which we refer to as FY 1 P/E and (ii) a multiple of the target company’s P/BV for the last quarterly period prior to the announcement date of the transaction. For each of the selected transactions (except for the acquisition of KBW, Inc.), forward earnings represents the FactSet estimate for the target’s diluted earnings per share (or EPS) for the first fiscal year ended following announcement of the applicable transaction. For the acquisition of KBW, Inc., forward earnings represents the target’s four quarter period EPS beginning with the first quarter reported after the announcement of the applicable transaction.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations and Ardea's analysis of the various transactions and its professional judgment, Ardea applied a reference range of FY1 P/E multiples of 9.0x to 14.3x to the estimated 2022 EOI/Share of the Company, based on the Financial Forecasts and Weightings. This analysis resulted in an

Ardea reviewed and analyzed, using publicly available data obtained from FactSet, the premia paid in all-cash acquisitions of publicly traded companies in the U.S. in the financial services industry (excluding real estate investment trusts), listed on the NASDAQ or New York Stock Exchange, with transaction values greater than or equal to $500.00 million announced between January 1, 2012 and July 29, 2022. Ardea calculated the median, average and 90^th percentile of the values of premia of the price paid per share relative to the target company’s last undisturbed closing price prior to the announcement of the relevant transaction.

The following table represents the results of this analysis:

Ardea, based on its review of the foregoing data and its professional judgment and experience, applied a selected range of premia from 27.1% to 58.3% to the closing price of class A common stock on July 1, 2022, of $24.04 to derive a range of implied values per share of class A common stock of $31 to $38 (all values rounded to the nearest dollar).

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Ardea’s opinion. In arriving at its fairness determination, Ardea considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Ardea made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the transactions contemplated by the merger agreement.

Ardea prepared these analyses for purposes of Ardea providing its opinion to the Board that, as of the date of its opinion and based upon, and subject to, the assumptions made, procedures followed, matters considered and qualifications and limitations upon the scope of review undertaken by Ardea, the $39.00 in cash per share of class A common stock to be paid to the holders of shares of class A common stock pursuant to the terms of the merger agreement was fair, from a financial point of view, to such holders. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Ardea or any other person assumes responsibility if future results are materially different from those forecasted.

The transaction consideration was determined through arm’s-length negotiations between the Company and TD and was approved by the Board. Ardea provided advice to the Company during these negotiations. Ardea did not, however, recommend any specific amount or type of consideration to the Company or the Board or that any specific amount or type of consideration constituted the only appropriate consideration for the transactions contemplated by the merger agreement.

As described above, Ardea’s opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the merger agreement and the transactions contemplated thereby. The foregoing summary does not purport to be a complete description of the analyses performed by Ardea in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Ardea attached as Annex B to this proxy statement.

Ardea is engaged in merger and acquisition advisory services, investment banking, underwriting services, private placements of securities and other financial and non-financial activities and services for various persons and entities. Ardea and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interest or with which they co-invest, may at any time, directly or indirectly, purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, TD, any of their respective affiliates and third parties or any currency or commodity that may be involved in the transactions contemplated by the merger agreement. Ardea acted as financial advisor to the Company in connection with, and participated in certain of the negotiations leading to, the transactions contemplated by the merger agreement. During the two-year period ended August 1, 2022, Ardea has not been engaged by the Company and/or TD and/or their respective affiliates to provide financial advisory, underwriting and/or other financial and non-financial services for which Ardea has recognized compensation. Ardea may in the future provide financial advisory, underwriting and/or other financial and non-financial services to the Company, TD and their respective affiliates for which Ardea may receive compensation.

The Board selected Ardea as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transactions contemplated by the merger agreement. Pursuant to an engagement letter between the Company and Ardea dated June 28, 2022, the Company retained Ardea as its financial advisor in connection with the transactions contemplated by the merger agreement. In connection with the transaction, Ardea will receive financial advisory fees from the Company estimated, based on the information available as of the date of the announcement, to be approximately $22.9 million, $2 million of which became payable upon the announcement of the merger and the remainder of which is payable contingent upon the completion of the transactions contemplated by the merger agreement. Further, the Company has agreed to reimburse Ardea for certain of its expenses, including reasonable attorney’s fees and disbursements and to indemnify Ardea and related persons against various liabilities, including certain liabilities under federal securities laws.

If the Cowen stockholder approval is obtained, the other conditions to the closing of the merger are either satisfied or (to the extent permitted by law) waived and the merger is consummated, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement. As the surviving corporation in the merger, the Company will continue to exist following the merger as a direct, wholly owned indirect subsidiary of Parent.

At the effective time, each share of common stock issued and outstanding immediately prior to the effective time (except for (i) shares of common stock owned by the Company or Parent (in each case, other than shares of common stock (A) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, or (B) held, directly or indirectly, in respect of a debt previously contracted) and (ii) any shares of common stock with respect to which dissenters’ rights have been exercised) will be automatically canceled and converted into the right to the merger consideration. Following the merger, all of the common stock will be beneficially owned by Parent, and none of the current holders of common stock will, by virtue of the merger, have any ownership interest in, or be a stockholder of, the Company or the Surviving Corporation (except to the extent such holder also holds shares of preferred stock), which will remain issued and outstanding following the effective time of the merger as shares of preferred stock of the Surviving Corporation, with the exception of preferred dissenting shares (as defined below)).

As a result, the current holders of common stock will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Company. Following the merger, Parent will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

At the effective time of the merger, each share of preferred stock issued and outstanding immediately prior to the effective time of the merger will remain issued and outstanding immediately following the effective time of the merger, with the exception of preferred dissenting shares. After the effective time of the merger, the holders of preferred stock of the Surviving Corporation will be entitled to (i) convert their shares to class A common stock, at the conversion rate of 39.2214x, or (ii) convert their shares into the right to receive an amount$39.00 in cash equal toper share, on an as converted basis at the liquidation preferenceconversion rate of $1,000 per share, plus an amount equal to all accumulated and unpaid dividends (whether or not authorized or declared) to, but excluding, the date of payment.39.2214x.

For information regarding the effects of the merger on the Company’s outstanding equity awards, see the sections entitled “—Interests of the Company’s Directors and Executive Officers in the Merger” and “The Merger Agreement—Treatment of Compensation Awards” beginning on page 6970 and 8486, respectively, of this proxy statement.

Shares of class A common stock are currently registered under the Exchange Act and listed on the Nasdaq Global Select Market under the trading symbol “COWN”. Following the consummation of the merger, shares of class A common stock will no longer be traded on the Nasdaq Global Select Market or any other public market. In addition, the registration of class A common stock under the Exchange Act is expected to be terminated, and, upon such termination, the Company will no longer be required to file periodic and other reports with the SEC with respect to the class A common stock.

In the event that the Cowen stockholder approval is not obtained or if the merger is not consummated for any other reason, Cowen stockholders will not receive any payment for their shares of common stock in connection with the merger. Instead, the Company will remain an independent public company, the class A common stock will continue to be listed and traded on the Nasdaq Global Select Market, the class A common stock will continue to be registered under the Exchange Act and the Company’s stockholders will continue to own their shares of common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the common stock.

If the merger is not consummated, there is no assurance as to the effect of these risks and opportunities on the future value of your common stock, including the risk that the market price of common stock may decline to the extent that the current market price of the common stock reflects a market assumption that the merger will be consummated. If the merger is not consummated, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances the Company is permitted to terminate the merger agreement in order to enter into an alternative transaction. See the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 108110 of this proxy statement.

Under certain circumstances, Cowen will be required to pay TD a termination fee equal to $42,250,000.00 in cash and, under certain other circumstances, TD will be required to pay Cowen an expense reimbursement including (i) $10,000,000 for fees and expenses of third party advisors and other transaction costs, (ii) the aggregate face amount of employee retention awards which have been allocated and communicated to employees of Cowen (subject to certain limitations and requirements) and (iii) the designated capped amount for the premium of an insurance policy that may, at the request of TD, be bound by Cowen pursuant to the merger agreement. For more information, see the sections entitled “The Merger Agreement—Termination Fee” and “The Merger Agreement—Expense Reimbursement” beginning on pages 109111 and 110112, respectively, of this proxy statement.

The consummation of the merger is not conditioned on Parent’s receipt of any financing. Parent and Merger Sub have represented to the Company in the merger agreement that they have sufficient funds or access thereto, and Parent will at the closing have immediately available funds in cash, to pay when due all amounts payable by it under the merger agreement and to fulfill its obligations under the merger agreement. Parent has acknowledged that the obligations of Parent under the merger agreement are not contingent upon or subject to any conditions regarding Parent’s, its affiliates’, or any other person’s ability to obtain financing or otherwise to raise capital for the consummation of the transactions contemplated by the merger agreement, including the payment of the merger consideration.

The Company’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The members of the Board were

Jeffrey Solomon (Chief Executive Officer), John Holmes (Chief Operating Officer), Stephen Lasota (Chief Financial Officer) and Owen Littman (General Counsel and Secretary) are the named executive officers of the Company and the sole executive officers of the Company, and for purposes of the discussion below, are collectively referred to as the “named executive officers” or “executive officers”. In addition, while Dan Charney (Managing Director and Co-President, Cowen and Company) and Larry Wieseneck (Managing Director and Co-President, Cowen and Company) are not executive officers of the Company, they have been included for purposes of certain discussions below and are, collectively with the named executive officers, referred to as the “Executives”.

For information regarding beneficial ownership of shares of common stock, which generally excludes the Company compensation awards described below, held by each of the Company’s directors and executive officers and all of such directors and executive officers as a group, see the section entitled “Security Ownership of Certain Beneficial Owners and Management”, beginning on page 113115 of this proxy statement. Each of the Company’s directors and executive officers will be entitled to receive, for each share of common stock he or she holds, the same per share merger consideration in cash in the same manner as other Company stockholders.

Pursuant to the terms of the Executive Employment Agreements (as defined below), all outstanding Company compensation awards granted under the Equity Plans held by the Executives immediately prior to the effective time will be treated the same way as described in the section entitled “The Merger Agreement—Treatment of Compensation Awards,” beginning on page 8486 of this proxy statement except as follows:

The following table sets forth the value of the outstanding Company compensation awards that will already be held by each of the executive officers as of January 31, 2023 pursuant to prior year deferred compensation arrangements and previously awarded Company PSUs and the cash amounts that may be payable (on a pre-tax basis) in respect thereof in connection with the merger. The values in the table below have been determined assuming that (i) all Company RSUs and Company PSUs are valued based on the merger consideration of $39.00 per share, (ii) all Company PSUs vest assuming target level of performance, (iii) the merger closes on January 31, 2023, which is the assumed closing date only for purposes of this compensation-related disclosure, (iv) each executive officer’s employment is terminated by the Surviving Corporation without “cause” immediately following the closing and (v) each executive officer does not receive any additional grants of Company compensation awards or forfeit any Company compensation awards prior to January 31, 2023.

In order to promote and facilitate the signing of the merger agreement, each Executive entered into an employment agreement with Parent (each, an “Executive Employment Agreement” and collectively, the “Executive Employment Agreements”) which materially eliminated, reduced or deferred each Executive’s current compensation entitlements. Such material eliminations, reductions or deferrals include, but are not limited to, the waiver of certain enhanced change in control severance protections; the deferral of payment of certain Company compensation awards as described above, which will result in further deferral of payment as compared to other holders of the same award; waiver of certain retirement clauses until the third anniversary of the effective time for certain Executives, which eliminates current entitlements for vesting acceleration of certain compensation awards; and the waiver of future multipliers with respect to Company PSUs awarded in 2020 that may have occurred as a result of future performance. The Executive Employment Agreements will provide for the material terms described below and are contingent upon, and effective as of, the closing of the merger and will supersede the Executives’ existing employment agreements with the Company.

The Executives will have the following titles: Mr. Solomon - President, TD Cowen, Executive Vice President, TD Bank Group, and Vice Chair, TD Securities; Mr. Charney - Co-Head, Global Markets, TD Securities and Vice Chair, TD Cowen; Mr. Wieseneck - Co-Head, Global Investment Banking, TD Securities and Vice Chair, TD Cowen; Mr. Holmes - Chief Operating Officer, TD Cowen and Vice President, TD Bank Group; Mr. Lasota - Chief Financial Officer, TD Cowen and Vice President, TD Bank Group; and Mr. Littman - General Counsel, TD Cowen and Vice President, TD Bank Group.

The Executive Employment Agreements provide for the following base salaries: $1,000,000 for Mr. Solomon, $750,000 for each of Messrs. Charney and Wieseneck, and $725,000 for each of Messrs. Holmes, Lasota and Littman.

Each Executive will be eligible for annual variable compensation in the form of cash-based and equity-based awards, with certain minimum amounts for the 2023 fiscal year. For the 2023 fiscal year, the Executives are entitled upon completion of employment for such fiscal year to certain minimum amounts (pro-rated if applicable) as it relates to their annual variable compensation as follows: $9,000,000 for Mr. Solomon, $7,750,000 for each of Messrs. Charney and Wieseneck, $2,275,000 for Mr. Holmes, and $1,775,000 for each of Messrs. Lasota and Littman. For Messrs. Solomon, Charney and Wieseneck, these amounts are not guaranteed. For the 2024 fiscal year, the Executives are entitled to target annual variable compensation amounts as set forth in their Executive Employment Agreements. For the 2025 fiscal year and beyond, the Executive Employment Agreements with Messrs. Solomon, Charney and Wieseneck provide that their target annual variable compensation amounts will be determined consistent with TD Securities’ practices for similarly situated senior executives of TD Bank Group, while the Executive Employment Agreements with Messrs. Holmes, Lasota and Littman are silent.

The cash-based portion of the annual variable compensation are paid annually in January following the attributable fiscal year and generally require continued employment through the payment date. A certain percentage of the target annual variable compensation (or minimum amount for the 2023 fiscal year) will be subject to deferral, which, for the first three fiscal years of employment under the Executive Employment Agreements, will be 60% for Mr. Solomon, 50% for Messrs. Charney and Wieseneck, and 45% for Messrs. Holmes, Lasota, and Littman, subject to the applicable TD Bank policy then in effect for the Executive’s then-applicable position. For Mr. Solomon, the equity portion of his annual variable compensation will be made in the form of Parent performance share units (“Parent PSUs”) and stock options. The Parent PSUs will cliff vest on the third anniversary of the award date, subject to performance, and the stock options will cliff vest after four years, subject to continued employment. For Messrs. Charney and Wieseneck, the equity portion of their annual variable compensation will be made in the form of Parent restricted stock units (“Parent RSUs”) that will vest on each of the first, second and third anniversaries of the award date, subject to continued employment. For Messrs. Holmes, Lasota, and Littman, the equity portion of their annual variable compensation will be made in the form of Parent RSUs that cliff vest on the third anniversary following the award date, subject to continued employment.

Each Executive will be paid a one-time cash retention bonus on the closing of the merger (the “Closing Retention Bonus”), subject to clawback if the Executive’s employment is terminated for “cause”, the Executive resigns without “good reason” (as such terms are defined in the Executive Employment Agreements), or Parent discovers that grounds existed for termination for “cause” at any time between the execution of the merger agreement and closing, in each case, within one year following closing. The amount of each Closing Retention Bonus is as follows: $12,667,000 for Mr. Solomon, $10,500,000 for each of Messrs. Charney and Wieseneck, $3,333,000 for Mr. Holmes and $3,000,000 for each of Messrs. Lasota and Littman.

In addition, each Executive will be granted a one-time deferred cash retention award (the “Deferred Retention Bonus,” and together with the Closing Retention Bonus, the “Retention Bonus”) that will vest ratably in equal one-third (1/3) installments on each of the first, second, and third anniversaries of closing, subject to the Executive’s continued employment through each applicable vesting date. The amount of each Deferred Retention Bonus is as follows: $25,333,000 for Mr. Solomon, $21,000,000 for each of Messrs. Charney and Wieseneck, $6,667,000 for Mr. Holmes, and $6,000,000 for each of Messrs. Lasota and Littman. If the Executive’s employment is terminated (i) without “cause” or due to “disability” or the Executive resigns for “good reason” (as such terms are defined in each Executive Employment Agreement), any unvested portion of the Deferred Retention Bonus will be paid on the original vesting dates, and (ii) due to death, any unvested portion of the Deferred Retention Bonus will be paid within 60 days following such termination, in each case, subject to the execution and nonrevocation of a general release of claims. If the Executive’s employment is terminated for any other reason, any unvested portion of the Deferred Retention Bonus will be forfeited.

Each of Messrs. Solomon, Charney and Wieseneck will be granted a one-time deferred cash integration award (the “Integration Bonus”), which will cliff vest on the third anniversary of the closing of the merger, subject to continued employment. Mr. Solomon will receive an Integration Bonus of $7,500,000 and each of Messrs. Charney and Wieseneck will receive an Integration Bonus of $5,000,000. If the Executive’s employment is terminated (i) without “cause” or due to “disability,” or the Executive resigns for “good reason,” any unvested portion of the Integration Bonus will be paid on the original vesting date, and (ii) due to death, any unvested portion of the Integration Bonus will be paid within 60 days following such termination, in each case, subject to the execution and nonrevocation of a general release of claims. If the Executive’s employment is terminated for any other reason, any unvested portion of the Integration Bonus will be forfeited.

Pursuant to the Executive Employment Agreements, each Executive is generally entitled to severance benefits under Parent’s severance terms and conditions (the “Parent Severance Policy”) applicable to similarly situated employees without regard to the length of service such Executive provided to the Company prior to the effective time. In addition, the Executive Employment Agreements provide that, subject to the execution and non-revocation of a general release of claims and the Executive’s continued compliance with applicable restrictive covenants, the Executives are entitled to the following severance benefits:

The Executive Employment Agreements provide for a perpetual confidentiality covenant as well as a 12-month post-termination employee and contractual relationship non-solicitation covenant and a six-month post-termination no hire covenant. The Executive Employment Agreements further provide for an 18-month noncompete period following the closing of the merger, which may be extended to 24 months with the Executive’s consent for Messrs. Solomon, Charney and Wieseneck, and for periods of 12 months and 18 months, respectively, for Messrs. Holmes, Lasota and Littman.

The Company and Parent has agreed to fund the 2022 annual bonus pool (the “2022 Bonus Pool”) based on the lesser of (i) no greater than 56% of Company revenue on a “value given” (without benefits) basis (determined consistent with past practice), and (ii) no greater than 59% of Company revenue on an “economic income” (including the total cost of benefits, impact of deferrals, current year base salary and cash bonus, and severance) basis (determined consistent with past practice). If the effective time occurs on or prior to December 31, 2022, the 2022 Bonus Pool will be pro-rated based on the number of days that has elapsed during the performance period through the effective time. The 2022 Bonus Pool will be allocated by the Chief Executive Officer of the Company and deferrals will be made in accordance with the Company’s deferral programs, consistent with past practice and with prior reasonable consultation with Parent. Any amounts payable under the 2022 Bonus Pool will be made in cash or deferred cash awards and will generally be paid in the ordinary course of business consistent with past practice; provided that, if the Company and Parent agrees to shorten the fiscal year of the 2022 annual bonus program to match Parent’s bonus program fiscal year, such amounts will be paid at the same time as annual bonuses are paid by Parent with respect to its 2022 bonus program.

The Company and Parent have agreed that certain arrangements be put in place for purposes of the retention of Company employees. These retention arrangements will consist of two components: (1) a retention program (the “Retention Program”) established by Parent for the benefit of certain Company employees and (2) agreements or amendments to employment agreements or offer letters to maintain specified, target levels of annualized compensation for certain Company employees provided by the Company through a certain period of time (the “Targeted Compensation Arrangements”).

Except as may be otherwise agreed between Parent and the Company with respect to any individual award, awards under the Retention Program will be granted in the form of Parent RSUs and will be granted by Parent on Parent’s first regularly scheduled equity award grant date following the effective time (the “Retention Awards”). The Retention Awards will cliff vest on the third anniversary of the effective time, subject to continued employment and certain other conditions. In the event that an employee’s employment is terminated without “cause” (as defined in the Company’s 2020 Equity Incentive Plan, as amended and restated) or due to death or disability, the employee’s Retention Award will remain outstanding and vest on the original vesting date. The aggregate amount of the Retention Awards will not exceed $60 million. No Retention Award will be granted to any Executive and no individual Retention Award will be in excess of $3 million (other than (x) as set forth on a compensation annex as of the date of the merger agreement or (y) with the prior review and approval by Parent).

The Targeted Compensation Arrangements will be provided by the Company other than the Executives to certain employees of the Company and will consist of minimum levels of base salary and targeted bonuses through October 31, 2023. The aggregate amount of the Targeted Compensation Arrangements for all such recipients will not exceed $225 million, and any amount of the Targeted Compensation Arrangements shall be allocated from, and shall not be additive to, the 2022 Bonus Pool for the applicable period.

The merger agreement provides for certain customary protections regarding the compensation and benefits of employees of the Company, including the Executives, during their employment with Parent and its affiliates

The Company may take certain actions before the effective time to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G of the Code). As of the date hereof, the Company has not yet approved any specific actions to mitigate the expected impact of Section 280G of the Code on the Company and any disqualified individuals. No Executive is entitled to receive gross-ups or tax reimbursements from the Company with respect to any potential excise taxes.

Pursuant to the terms of the merger agreement, members of the Board and the executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger. For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification, see the section entitled “The Merger Agreement—Covenants and Agreements—Indemnification” beginning on page 0102 of this proxy statement.

In accordance with Item 402(t) of Regulation S-K, the table below sets forth for each of the Company’s named executive officers estimates of the amounts of compensation that are based on or otherwise relate to the merger for which payment is not conditioned upon a termination or resignation of such named executive officer (i.e., on a “single-trigger” basis) or in the event of a qualifying termination of employment following the merger (i.e., on a “double-trigger” basis). The holders of shares of common stock are being asked to approve, on a non-binding, advisory basis, such compensation. Because the vote to approve such compensation is advisory only, it will not be binding on either the Company, the Board, Parent or the Surviving Corporation. Accordingly, if the merger proposal is approved by the holders of shares of common stock and the merger is consummated, the compensation will be payable regardless of the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the footnotes to the tables below and above under “—Interests of the Company’s Directors and Executive Officers in the Merger”.

The potential payments in the tables below are quantified in accordance with Item 402(t) of Regulation S-K. The estimated values are based on (i) an assumption that the merger is consummated on January 31, 2023, (ii) the per share merger consideration of $39.00, (iii) each named executive officer’s Executive Employment Agreement being effective, (iv) the number of unvested Company compensation awards held by the named executive officers as of immediately prior to January 31, 2023, and assuming no additional grants or forfeitures of Company compensation awards prior to January 31, 2023, and (v) an assumption that each named executive officer experiences a termination of employment without “cause” immediately following the consummation of the merger. As such, the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before consummation of the merger. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

As further detailed below, and in each case, subject to the assumptions set forth in the paragraph immediately above, (i) the amounts quantified in the “Equity” column and with respect to the Company DCAs component in the “Cash” column represent arrangements that existed between the Company and the Executives prior to the entry into the merger agreement (the total amounts for such existing arrangements in the aggregate for each of Messrs. Solomon, Holmes, Lasota and Littman equal approximately (in thousands) $26,158, $3,222, $2,973 and $3,006, respectively), and (ii) the amounts quantified with respect to the Severance Benefit in the “Cash” column represent arrangements entered into in connection with the consummation of the merger, and which are payable in connection with a termination without “cause” in the 2023 fiscal year. The amounts shown below do not attempt to quantify any reduction that may be required as a result of a 280G best-net cutback, which all named executive officers are subject to; therefore, actual payments to the named executive officers may be substantially less than the amounts indicated below.

The following discussion summarizes the material U.S. federal income tax consequences to holders with respect to the disposition of common stock of the Company pursuant to the merger. It is not intended to be a complete analysis or description of all potential U.S. federal income tax consequences of the merger and does not address consequences to holders of class B common stock or preferred stock or Company equity awards. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein. The Internal Revenue Service may not agree with the tax consequences described in this discussion.

This discussion assumes that holders of common stock hold their shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of common stock in light of such holder’s particular circumstances, nor does it discuss the special considerations applicable to holders of common stock subject to special treatment under the U.S. federal income tax laws, such as, for example, financial institutions or broker-dealers, mutual funds, partnerships or other pass-through entities and their partners or members, tax-exempt organizations, retirement or other tax-deferred accounts, insurance companies, dealers in securities or non-U.S. currencies, traders in securities who elect mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who acquired their shares of common stock through the exercise of stock options or otherwise as compensation, holders subject to the alternative minimum tax, holders who hold their shares of common stock as part of a hedge, straddle, constructive sale or conversion transaction, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, accrual method holders who prepare an “applicable financial statement” (as defined in Section 451 of the Code) and holders who own or have owned (directly, indirectly or constructively) 10% or more of the common stock (by vote or value) outstanding. In addition, this discussion does not address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction or U.S. federal non-income tax consequences (e.g., the federal estate or gift tax or the application of the Medicare tax on net investment income under Section 1411 of the Code).

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and activities of the partnership. If you are a partner of a partnership holding common stock, you should consult your own tax advisor.

All holders should consult their own tax advisor to determine the particular tax consequences to them (including the application and effect of any state, local or non-U.S. income and other tax laws) of the receipt of cash in exchange for shares of common stock pursuant to the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of common stock, that is, for U.S. federal income tax purposes:

A “non-U.S. holder” is a beneficial owner (other than a partnership or an entity or arrangement classified as a partnership for U.S. federal income tax purposes) of common stock that is not a U.S. holder.

The receipt of cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the merger and such U.S. holder’s adjusted tax basis in the shares of common stock converted into cash pursuant to the merger. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period for such shares exceeds one year as of the date of the merger. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of U.S. federal income taxation. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of common stock at different times or at different prices, such U.S. holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of common stock.

A U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding (at a rate of 24%) with respect to the cash received pursuant to the merger, unless such holder properly establishes an exemption or provides its correct tax identification number and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules can be refunded or credited against a U.S. holder’s U.S. federal income tax liability, if any; provided that such U.S. holder furnishes the required information to the Internal Revenue Service in a timely manner.

Any gain recognized on the receipt of cash pursuant to the merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

If our shares of common stock constitute a USRPI under FIRPTA, a non-U.S. holder would be subject to U.S. federal income tax on any gain or loss recognized on the receipt of cash in exchange for such shares of common stock in the merger on a net basis at applicable U.S. graduated rates in the same manner as a U.S. holder, and such cash consideration may also be subject to the U.S. federal withholding tax under FIRPTA at a rate of 15%. A non-U.S. holder’s shares of common stock generally will not constitute a USRPI, and gain recognized by a non-U.S. holder upon receipt of cash in exchange for our shares of common stock pursuant to

Non-U.S. holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances, the procedures for claiming treaty benefits or otherwise establishing an exemption from U.S. withholding tax with respect to any portion of the cash consideration payable to them pursuant to the merger.

A non-U.S. holder will be subject to information reporting and, in certain circumstances, backup withholding will apply with respect to the cash received by such holder pursuant to the merger, unless such non-U.S. holder certifies under penalties of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the holder is a United States person as defined under the Code) or such holder otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a non-U.S. holder’s U.S. federal income tax liability, if any; provided that such non-U.S. holder furnishes the required information to the Internal Revenue Service in a timely manner.

The Company has historically declared and paid a cash dividend each quarter. On July 20, 2022, the Company declared a regular quarterly dividend of $0.12 per share of common stock for the quarter ended June 30, 2022, which will be paid on September 15, 2022 to Cowen stockholders of record at the close of business on September 1, 2022. Pursuant to the terms of the merger agreement, the Company is prohibited from making, declaring, paying or setting a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, including any securities of the Company or any of its subsidiaries, except (A) regular quarterly cash dividends by the Company at a rate not in excess of $0.12 per share of common stock, (B) dividends paid by any of the Company’s subsidiaries to the Company or any of its wholly owned subsidiaries, (C) dividends provided for and paid on preferred stock in accordance with the terms of such preferred stock and (D) the acceptance of shares of common stock as payment for withholding taxes incurred in connection with the vesting or settlement of awards of Company RSUs or Company PSUs, in each case, in accordance with past practice and the terms of the applicable stock plans and award agreements thereunder.

Dividends are declared and paid at the discretion of the Board. The Board may change the Company’s dividend policy at any time and there can be no assurance as to amount or timing of dividends in the future.

To complete the merger, Cowen and TD are required to obtain approvals or consents from, or make filings with, a number of U.S. and non-U.S. regulatory authorities. Subject to the terms of the merger agreement, Cowen and TD have agreed to, and to cause their respective subsidiaries to, cooperate and use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperation with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the merger and the other transactions contemplated by the merger agreement.

Cowen, TD and Merger Sub will cooperate with each other and use their reasonable best efforts to (i) promptly prepare and file all necessary documentation to effect all applications, notices, petitions and filings necessary or advisable to consummate the transactions contemplated by the merger agreement and, in the case of the requisite regulatory approvals, make such filings within forty-five (45) days of August 1, 2022 (subject to the timely receipt by the party making such filing of all necessary information from the other party as may be reasonably requested for the preparation of such filing), (ii) promptly (and no later than any deadline imposed by such governmental entity) supply such information and documentary material as may be reasonably responsive to any request made by any governmental entity in connection with such applications, notices, petitions and filings, (iii) obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger) as promptly as practicable, and (iv) comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities. The term “requisite regulatory approvals” includes:

Under the terms of the merger agreement, nothing contained in the merger agreement will be deemed to require TD and its subsidiaries (and Cowen and its subsidiaries will not be permitted without the prior written consent of TD) to take any action, or commit to take any action, or agree to any condition or restriction in connection with obtaining the requisite regulatory approvals that, individually or in the aggregate, would have or would reasonably be expected to have a material adverse effect on (i) the business, results of operations or financial condition of Cowen and its subsidiaries, taken as a whole, or (ii) the business, results of operations or financial condition of TD and its subsidiaries, taken as a whole (which, for the purpose of this sentence, will be deemed to be the same size as Cowen and its subsidiaries, taken as a whole) (a “materially burdensome regulatory condition”).

The approval of an application means only that the regulatory criteria for approval have been satisfied or waived. It does not mean that the approving authority has determined that the merger consideration to be received by Cowen stockholders in the merger is fair. Regulatory approval does not constitute an endorsement or recommendation of the merger.

Cowen and TD have filed all notices and applications necessary to obtain the requisite regulatory approvals. Although each of Cowen and TD does not know of any reason related to it or its respective subsidiaries, as applicable, why the requisite regulatory approvals will not be received to permit the consummation of the merger on a timely basis, Cowen and TD cannot be certain when or if the requisite regulatory approvals will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger.

If the merger is consummated, the class A common stock will be delisted from the Nasdaq Global Select Market and deregistered under the Exchange Act as soon as reasonably practicable following the effective time, and, accordingly, the class A common stock will no longer be publicly traded.

The following summarizes the material provisions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We recommend that you read the merger agreement attached to this proxy statement as Annex A carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The merger agreement is included with this proxy statement only to provide you with information regarding the terms of the merger agreement and not to provide you with any other factual information regarding the Company, Parent, Merger Sub or their respective subsidiaries, affiliates or businesses. The merger agreement contains representations and warranties by each of the parties to the merger agreement. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:

You should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent, Merger Sub or any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. The Company will provide additional disclosure in its public reports of any material information necessary to provide Cowen stockholders with a materially complete understanding of the disclosures relating to the merger agreement. See the section entitled “Where You Can Find Additional Information” beginning on page 122124 of this proxy statement.

The summary of the material terms of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate by reference into this proxy statement.

The merger agreement provides for the merger of Merger Sub with and into Cowen, with Cowen as the Surviving Corporation (the “merger”), upon the terms, and subject to the conditions, set forth in the merger agreement. At the effective time of the merger (the “effective time”), the separate corporate existence of Merger Sub will terminate. As the Surviving Corporation, Cowen will continue its corporate existence under the laws of the State of Delaware.

The certificate of incorporation of the Surviving Corporation will be amended in the form set forth as Exhibit A to the merger agreement (including to implement the terms of the merger agreement providing that each issued and outstanding share of preferred stock will remain issued and outstanding as a share of preferred stock of the Surviving Corporation, with the exception of preferred dissenting shares) and the fact that Cowen

Subject to the terms and conditions of the merger agreement, the closing of the merger (the “closing”) will take place at 10:00 a.m., New York City time, on the third business day following the date on which all of the conditions set forth in the merger agreement have been satisfied or waived (such date, the “closing date”).

On or prior to the closing date, Cowen will cause to be filed a certificate of merger with the Secretary of State of the State of Delaware with respect to the merger (the “certificate of merger”). The merger will become effective at such time as is specified in the certificate of merger in accordance with the relevant provisions of the Delaware General Corporation Law (the “DGCL”) or at such other time as shall be provided by applicable law.

At the effective time, each share of common stock issued and outstanding immediately prior to the effective time (except for (i) shares of common stock (A) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the “exception shares”) and (ii) common dissenting shares (as defined below)), will be converted into the right to receive from TD (or, at the election of TD, Merger Sub or another wholly owned direct or indirect subsidiary of TD) $39.00 in cash, without interest (the “merger consideration”).

All of the shares of common stock converted into the right to receive the merger consideration pursuant to the merger agreement will no longer be outstanding and will automatically be cancelled and will cease to exist as of the effective time, and each certificate or book-entry account statement (each, an “old certificate”) previously representing any such shares of common stock will thereafter represent only the right to receive the merger consideration which the shares of common stock represented by such old certificate have been converted into the right to receive pursuant to the merger agreement, without any interest thereon.

At the effective time, all shares of common stock that are owned by (i) Cowen (in each case, other than the exception shares) will be cancelled and will cease to exist and neither the merger consideration nor any other consideration will be delivered in exchange therefor and (ii) TD (in each case, other than the exception shares) will be converted into such number and type of shares of the Surviving Corporation as is agreed by TD and the Surviving Corporation, and, upon such conversion, each such share of common stock will no longer be outstanding and will automatically be cancelled and will cease to exist.

At the effective time, each share of the common stock of Merger Sub issued and outstanding immediately prior to the effective time will be converted into and become an issued and outstanding share of common stock of the Surviving Corporation.

At the effective time, each share of preferred stock will remain issued and outstanding following the effective time of the merger as shares of 5.625% Series A Cumulative Perpetual Convertible Preferred Stock of the Surviving Corporation, with the exception of preferred dissenting shares). The Certificate of Designations governing the terms of the preferred stock will not be altered as a result of the merger other than to reflect the name of the Surviving Corporation.

Except as otherwise agreed between Parent and an individual holder, as of the effective time:

Notwithstanding anything to the contrary set forth in the merger agreement, if required by the DGCL (but only to the extent required thereby), all shares of common stock that are issued and outstanding as of immediately prior to the effective time and held by a person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such shares, collectively, the “common dissenting shares”) will not be converted into, or represent the right to receive, the merger consideration pursuant to the merger agreement and instead will be canceled and will cease to exist and will represent the right to receive only those rights provided under Section 262 of the DGCL. Each common dissenting share held by a stockholder of Cowen who has failed to perfect, otherwise waived, effectively withdrawn or lost his, her or its rights to appraisal of such common dissenting share pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, as of the effective time, the right to receive the merger consideration upon surrender of the old certificate that formerly evidenced such share of common stock in the manner provided in the merger agreement.

Notwithstanding anything to the contrary set forth in the merger agreement, if required by the DGCL (but only to the extent required thereby), all shares of preferred stock that are issued and outstanding as of immediately prior to the effective time and held by a person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such shares, collectively, the “preferred dissenting shares” and, together with the common dissenting shares, the “dissenting shares”) will not remain issued and outstanding as provided in the merger agreement and instead will be canceled and will cease to exist and will represent the right to receive only those rights provided under Section 262 of the DGCL. Each preferred dissenting share held by a stockholder of Cowen who has failed to

Cowen will give TD (i) prompt written notice and copies of any written demands for appraisal or withdrawals or attempted withdrawals of such demands, and any other related instruments that are received by Cowen relating to demands of appraisal, and (ii) the opportunity to direct all negotiations and legal proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment to any holder of dissenting shares with respect to any of their dissenting shares under Section 262(h) of the DGCL prior to the entry of judgment in the legal proceedings with respect to any demand for appraisal; provided that nothing in the merger agreement will obligate Cowen to make any payment or settle any demand that is not conditioned upon the occurrence of the effective time. Cowen will not, except with the prior written consent of TD, voluntarily make any payment with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands or agree to any of the foregoing.

At or prior to the effective time, TD will deposit, or will cause to be deposited, with a bank or trust company designated by TD (the “exchange agent”) on terms and conditions reasonably acceptable to Cowen, for the benefit of the holders of old certificates, for exchange in accordance with the merger agreement, cash in an amount sufficient to allow the exchange agent to make all payments required pursuant to the merger agreement (the “exchange fund”). The exchange agent will invest any cash included in the exchange fund as directed by TD, provided that no such investment or losses thereon will affect the amount of merger consideration payable to the holders of old certificates. Any interest and other income resulting from such investments will be paid to TD, or as otherwise directed by TD.

As promptly as practicable after the effective time, but in no event later than five (5) business days thereafter, TD will cause the exchange agent to mail to each person who was, immediately prior to the effective time, a holder of record of one or more old certificates representing shares of common stock (except for exception shares or common dissenting shares), a form of letter of transmittal and instructions for use in effecting the surrender of the old certificates in exchange for the consideration for which such person may be entitled pursuant to the merger agreement. Upon proper surrender of an old certificate or old certificates for exchange and cancellation to the exchange agent, together with such properly completed and duly executed letter of transmittal, the holder of such old certificate or old certificates will be entitled to receive the amount of cash to which such holder is entitled pursuant to the merger agreement, and the old certificate or old certificates so surrendered will be cancelled. No interest will be paid or accrued with respect to any merger consideration to be delivered upon surrender of old certificates. Until surrendered as contemplated by the merger agreement, each old certificate (other than old certificates representing exception shares or common dissenting shares) will be deemed at any time after the effective time to represent only the right to receive, upon surrender, the merger consideration.

After the effective time, there will be no transfers on the stock transfer books of Cowen of the shares of common stock that were issued and outstanding immediately prior to the effective time.

Any portion of the exchange fund that remains unclaimed by the holders of common stock for one year after the effective time will be paid to the Surviving Corporation. Any former holders of common stock who have not exchanged their old certificate pursuant to the merger agreement will look only to the Surviving Corporation for payment of the merger consideration, without any interest thereon. None of TD, Cowen, the Surviving Corporation, the exchange agent or any other person will be liable to any former holder of shares of common stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

TD will be entitled to deduct and withhold, or cause its subsidiaries, including Merger Sub, or the exchange agent to deduct and withhold, from the merger consideration payable pursuant to the merger agreement to any holder of common stock or Cowen equity awards such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign tax law. If TD determines that it or any of its subsidiaries is required to deduct or withhold any amount from any payment to be made pursuant to the merger agreement, TD will provide notice to Cowen of TD’s intent to deduct or withhold such amount and the basis for such deduction or withholding at least fifteen (15) days before any such deduction or withholding is made to the extent reasonably practicable, or will otherwise provide such notice as promptly as

In the event any old certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact and, if required by TD, the posting of a bond in such amount as TD may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such old certificate, the exchange agent will issue in exchange for such lost, stolen or destroyed old certificate the merger consideration.

The merger agreement contains representations and warranties made by Cowen to TD, on the one hand and TD and Merger Sub to Cowen on the other hand, that are subject, to materiality or “material adverse effect” qualifications (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct is material or would result in a material adverse effect on Cowen, as further described in the section entitled “The Merger Agreement—Representations and Warranties” beginning on page 8789 of this proxy statement). In addition, certain of the representations and warranties in the merger agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect if certain officers of Cowen or TD, respectively, did not have actual knowledge of such representations being untrue, inaccurate or incomplete. Furthermore, each of the representations and warranties is subject to specified exceptions and qualifications contained in the merger agreement, in the disclosure letter delivered to TD, in the case of representations made by Cowen, and the disclosure letter delivered to Cowen, in the case of representations and warranties of the TD Parties, and certain reports furnished or filed by Cowen or TD with the SEC between January 1, 2020 and July 31, 2022 (excluding any disclosures set forth or references in any risk factor section (other than statements of historical fact included therein) or disclosures of risk set forth in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature).

In the merger agreement, TD and Merger Sub (each a “TD party”) made representations and warranties to Cowen regarding, among other things:

Certain representations and warranties of Cowen are qualified as to “materiality” or a “company material adverse effect”. For purposes of the merger agreement, a “company material adverse effect” means any effect, change, event, circumstance, condition, occurrence or development that has a material adverse effect on (1) the business, results of operations or financial condition of Cowen and its subsidiaries taken as a whole or (2) the ability of Cowen and its subsidiaries to consummate the transactions contemplated by the merger agreement.

However, with respect to clause (1), a material adverse effect will not be deemed to include the impact of:

Certain representations and warranties of TD and Merger Sub are qualified as to “materiality” or a “parent material adverse effect”. For purposes of the merger agreement, a “parent material adverse effect” means any effect, change, event, circumstance, condition, occurrence or development that would or would reasonably be expected to, either individual or in the aggregate, prevent, materially delay or materially impair the ability of TD or any of its subsidiaries to consummate the transactions contemplated by the merger agreement.

Cowen has agreed that, prior to the effective time or earlier termination of the merger agreement, except as (i) expressly contemplated, required or permitted by the merger agreement, subject to specified exceptions, (ii) specifically directed by TD or any of its affiliates, (iii) required by law, (iv) may be necessary or commercially reasonable in response to a pandemic or pandemic measures, subject to Cowen providing TD with advance notice in respect of any such action, unless it is not reasonably practicable under the circumstances to provide such prior notice, in which case Cowen will provide notice to TD as soon as reasonably practicable, or (v) consented to in writing by TD, such consent not to be unreasonably withheld, conditioned or delayed, Cowen

In addition, prior to the effective time or earlier termination of the merger agreement, except as (i) expressly contemplated, required or permitted by the merger agreement, subject to specified exceptions, (ii) specifically directed by TD or any of its affiliates, (iii) required by law, or (iv) consented to in writing by TD, such consent not to be unreasonably withheld, conditioned or delayed, Cowen will not, and will not permit any of its subsidiaries to, take any of the following actions:

Subject to the terms of the merger agreement, Cowen and TD have agreed to, and to cause their respective subsidiaries to, cooperate and use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the merger and the other transactions contemplated by the merger agreement.

Cowen, TD and Merger Sub will cooperate with each other and use their reasonable best efforts to (i) promptly prepare and file all necessary documentation to effect all applications, notices, petitions and filings necessary or advisable to consummate the transactions contemplated by the merger agreement and, in the case of the requisite regulatory approvals, make such filings within forty-five (45) days of August 1, 2022 (subject to the timely receipt by the party making such filing of all necessary information from the other party as may be reasonably requested for the preparation of such filing), (ii) promptly (and no later than any deadline imposed by such governmental entity) supply such information and documentary material as may be reasonably responsive to any request made by any governmental entity in connection with such applications, notices, petitions and filings, (iii) obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger) as promptly as practicable, and (iv) comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities. The term “requisite regulatory approvals” includes:

TD and Cowen will have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case, subject to applicable laws relating to the exchange of information, all information and communications appearing in any filing made with, or written materials submitted to, any third party or any governmental entity whose consent or approval is required for the consummation of the transactions contemplated by the merger agreement and which filing is made or which materials are submitted in respect of such consent or approval. In exercising the foregoing right, Cowen and each TD party will act reasonably and as promptly as practicable. Cowen and each TD party agree that they will consult with each other with respect to obtaining all permits, consents, approvals and authorizations of all third parties and governmental entities necessary or advisable to consummate the transactions contemplated by the merger agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated in the merger agreement (including by promptly advising each other upon receiving any formal written communication from any governmental entity whose consent or approval is required for consummation of the transactions contemplated by the merger agreement, which communication is received in respect of such consent or approval, and furnishing to the other party a copy of such communication), and each party will consult with the other in advance of any meeting or conference with any governmental entity whose consent or approval is required for consummation of the transactions contemplated by the merger agreement which meeting or conference is conducted in respect of such consent or approval and, to the extent permitted by such governmental entity, give the other party or its counsel the opportunity to attend and participate in such meetings and conferences; provided, that each party will promptly advise the other party with respect to substantive matters that are addressed in any such meeting or conference with any such governmental entity in connection with or affecting the transactions contemplated by the merger agreement which the other party does not attend or participate in, to the extent permitted by such governmental entity and subject to applicable law.

In furtherance and not in limitation of the previous paragraphs and bullets under this section “The Merger Agreement—Covenants and Agreements—Reasonable Efforts; Regulatory Matters” beginning on page 9496 of this proxy statement, each party will use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the closing. Notwithstanding the foregoing, nothing contained in the merger agreement will be deemed to require TD or any of its subsidiaries (and Cowen and its subsidiaries

TD, Merger Sub and Cowen will, upon request, furnish each other with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the requisite regulatory approvals, this proxy statement or any other statement, filing, notice or application made by or on behalf of TD, Merger Sub and Cowen or any of their respective subsidiaries to any governmental entity in connection with the merger and the other transactions contemplated by the merger agreement.

TD, Merger Sub and Cowen will promptly advise each other upon receiving any communication from any governmental entity whose consent or approval is required for consummation of the transactions contemplated by the merger agreement that causes such party to believe that there is a reasonable likelihood that any requisite regulatory approval will not be obtained, or that the receipt of any such approval will be materially delayed.

TD, Merger Sub and Cowen will, and will cause their respective subsidiaries to, use reasonable best efforts to obtain each material consent, authorization, order or approval of, or any exemption by, any third party (other than a governmental entity) that is required to be obtained in connection with the merger and the other transactions contemplated by the merger agreement; provided, in connection therewith, in no event shall TD, Merger Sub, Cowen or their respective subsidiaries be required to make or agree to make (and, without the prior consent of TD, in no event shall Cowen or its subsidiaries make or agree to make) any payments to any third party, concede or agree to concede anything of monetary or economic value, amend or otherwise modify any contract to which it is a party or bound or commence, defend or participate in any action.

Without limiting the section of the merger agreement related to reasonable best efforts and regulatory matters, none of the parties to the merger agreement will knowingly take any action (including a business acquisition, sale or other strategic transaction) that would reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated by the merger agreement, including the merger, or materially impair such party’s ability to perform its obligations under the merger agreement or consummate the transactions contemplated hereby, including the merger, on a timely basis.

To the extent permitted by applicable laws and as may be reasonable in light of pandemic measures, Cowen will, and will cause each of its subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of TD and Merger Sub, reasonable access upon prior reasonable notice, during normal business hours during the period prior to the effective time, to its properties, books, contracts, personnel, IT assets and records (other than any of the foregoing that relate to the negotiation of the merger agreement or any alternative transactions), as is reasonably necessary for TD and Merger Sub in connection with TD’s planning for the integration of systems (including information technology systems) and business operations after the effective time or for purposes of preparing for the merger or the other transactions contemplated by the merger agreement, including providing reasonable updates on Cowen’s and its subsidiaries’ businesses. TD will use reasonable best

All information furnished by or on behalf of Cowen or any of its subsidiaries or representatives pursuant to the section of the merger agreement related to access to information will be subject to the provisions of the Confidentiality Agreement, dated April 22, 2022, between Cowen and TD. No investigation by any party or their respective representatives will affect or be deemed to modify or waive the representations and warranties of the other set forth in the merger agreement. Nothing contained in the merger agreement will give either TD or Cowen, directly or indirectly, the right to control or direct the operations of the other party prior to the effective time. Prior to the effective time, each party will exercise, consistent with the terms and conditions of the merger agreement, complete control and supervision over its and its subsidiaries’ respective operations.

Cowen will call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after this proxy statement is mailed (with Cowen to use reasonably best efforts to hold such meeting within forty (40) days after such mailing) for the purpose of obtaining the affirmative vote of the majority of shares of class A common stock outstanding and entitled to vote on such matter by the holders of common stock required in connection with the merger agreement and the merger (the “Cowen stockholder approval”).

Cowen will cooperate with TD and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of the Nasdaq Global Market to enable the delisting of the common stock from the Nasdaq Global Market and the deregistration of the common stock under the Exchange Act as promptly as practicable after the effective time. In connection therewith, Cowen will promptly provide such information that may be reasonably requested by TD.

The merger agreement provides that from the effective time until December 31, 2023 (the “Continuation Period”), Parent will provide each employee of the Company as of the effective time who remains employed by Parent or its affiliates following the effective time (a “Continuing Employee”) with (i) an annual base salary or base wage rate, that is no less than that provided to such employee by the Company and its subsidiaries immediately prior to the effective time, (ii) other employee benefits (excluding equity and equity-based compensation, deferred compensation, change-in-control, retention or transaction-related benefits and defined benefit pension and post-retirement welfare benefits) that are substantially comparable in the aggregate to those (subject to the same exclusions as the foregoing) provided to such employees by the Company and its subsidiaries immediately prior to the effective time and (iii) for Continuing Employees terminated by Parent during the Continuation Period, severance and termination benefits no less favorable than those agreed between TD and Cowen. In addition, during the Continuation Period, Parent will maintain an annual bonus incentive plan, program or arrangement for the benefit of the Continuing Employees in the ordinary course of business consistent with past practice, which provides for competitive market bonus opportunities.

Parent will (i) honor in accordance with their terms, all of the Company’s compensation and benefit plans, programs, agreements and arrangements in effect immediately prior to the effective time, (ii) recognize and honor all of each Continuing Employee’s accrued and unused vacation and other paid time-off benefits consistent with the terms of the vacation or similar policies of the Company or its subsidiaries applicable to the Continuing Employee as of immediately prior to the effective time and (iii) pay all cash bonuses (including guaranteed bonuses) and commissions that are payable to Continuing Employees with respect to the fiscal year in which the

From and after the effective time, TD will cause the Surviving Corporation to indemnify and hold harmless and advance expenses as incurred, in each case, to the fullest extent permitted by applicable law, the Cowen charter, the Cowen bylaws and the governing or organizational documents of any Cowen subsidiary as in effect on August 1, 2022, each present and former director, officer or employee of Cowen or any of its subsidiaries (in each case, when acting in such capacity) (collectively, the “Cowen indemnified parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the effective time, arising out of, or pertaining to, the fact that such person is or was a director, officer or employee of Cowen or any of its subsidiaries or is or was serving at the request of Cowen or any of its subsidiaries as a director or officer of another person and pertaining to matters, acts or omissions existing or occurring at or prior to the effective time, including matters, acts or omissions occurring in connection with the approval of the merger agreement and the transactions contemplated by the merger agreement; provided, that in the case of advancement of expenses, any Cowen indemnified party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that the Cowen indemnified party is not entitled to indemnification pursuant to the section of the merger agreement related to indemnification and directors’ and officers’ insurance. The Surviving Corporation will reasonably cooperate with the Cowen indemnified parties, and the Cowen indemnified parties will reasonably cooperate with the Surviving Corporation, in the defense of any such claim, action, suit, proceeding or investigation. Without limiting the indemnification and other rights provided in this paragraph, all rights to indemnification and all limitations on liability existing in favor of the Cowen indemnified parties as provided in any indemnification agreement in existence on the date of the merger agreement will survive the merger and will continue in full force and effect to the fullest extent permitted by law, and will be honored by the Surviving Corporation and its subsidiaries or their respective successors as if they were the indemnifying party thereunder, without any amendment thereto.

For a period of six years after the effective time, TD or the Surviving Corporation will cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Cowen (provided, that TD or the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the Cowen indemnified parties) with respect to claims against the present and former officers and directors of Cowen or any of its subsidiaries arising from facts or events which occurred at or before the effective time (including the approval of the merger agreement and the transactions contemplated by the merger agreement); provided, however, that the Surviving Corporation will not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of August 1, 2022, by Cowen for such insurance (the “premium cap”) and if such premiums for such insurance would at any time exceed the premium cap, then TD or the Surviving Corporation will cause to be maintained policies of insurance which, in TD’s or the Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to the premium cap. In lieu of the foregoing, TD (or Cowen, in consultation with, but only upon the consent of TD) may (and at the request of TD, Cowen will use its reasonable best efforts to) obtain at or prior to the effective time a six-year “tail” policy under Cowen existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that, in the aggregate, does not exceed the premium cap.

The obligations of TD and the Surviving Corporation under the section of the merger agreement related to indemnification and directors’ and officers’ insurance will not be terminated or modified after the effective time in a manner so as to adversely affect any Cowen indemnified party or any other person entitled to the benefit of the section of the merger agreement related to indemnification and directors’ and officers’ insurance without the prior written consent of the affected Cowen indemnified party or affected person.

The provisions of the section of the merger agreement related to indemnification and directors’ and officers’ insurance will survive the effective time and are intended to be for the benefit of, and will be enforceable by, each Cowen indemnified party and his or her heirs and representatives. If the Surviving Corporation, or any of its successors or assigns, consolidates with or merges into any other entity and is not the continuing or Surviving Corporation of such consolidation or merger, transfers all or substantially all its assets to any other entity or engages in any similar transaction, then in each case, the Surviving Corporation will cause proper provision to be made so that the successors and assigns of the Surviving Corporation will expressly assume the obligations set forth in the section of the merger agreement related to indemnification and directors’ and officers’ insurance.

Each of TD and Cowen will promptly advise the other of any effect, fact, change, event, circumstance, condition, occurrence or development:

Provided, that any failure to give notice in accordance with the foregoing with respect to any breach of the merger agreement will not be deemed to constitute a violation of the section of the merger agreement relating to advice of changes, provide a basis for terminating the merger agreement or constitute the failure of certain conditions set forth in the merger agreement to be satisfied, or otherwise constitute a breach of the merger agreement by the party failing to give such notice, in each case, unless the underlying breach would independently result in a failure of certain conditions set forth in the merger agreement to be satisfied; and provided, further, that the delivery of any notice pursuant to the section of the merger agreement relating to advice of changes will not cure any breach of, or noncompliance with, any other provision of the merger agreement or limit the remedies available to the party receiving such notice.

Each party will give the other party prompt written notice of any stockholder litigation against such party or its directors or officers relating to the transactions contemplated by the merger agreement. Cowen will:

Provided, that TD will not be obligated to consent to any settlement which does not include a full release of TD and its affiliates or which imposes an injunction or other equitable relief after the effective time upon the Surviving Corporation or any of its affiliates.

Each of the parties agrees that no press release or other public announcement or statement concerning the merger agreement or the transactions contemplated by the merger agreement will be issued by any party without the prior written consent of the other party (not unreasonably withheld, conditioned or delayed), except:

TD will be empowered, at any time prior to the effective time, to change the method or structure of effecting the combination of Cowen and TD, and, if and to the extent requested by TD, Cowen will agree to enter into such amendments to the merger agreement as TD may reasonably request in order to give effect to such restructuring; provided, however, that no such change or requested action will:

Neither Cowen nor the Board will take any action within its control that would cause the restrictions of any takeover statute to become applicable to the merger agreement, the merger or any of the other transactions contemplated by the merger agreement, and each will take all necessary steps within its control to exempt (or ensure the continued exemption of) the merger and the other transactions contemplated by the merger agreement from the restrictions of any applicable takeover statute in effect on August 1, 2022, or thereafter. If any takeover statute may become, or may purport to be, applicable to the transactions contemplated by the merger agreement, each party and its board of directors will grant such approvals and take such actions within its control as are necessary so that the transactions contemplated by the merger agreement may be consummated as promptly as practicable on the terms contemplated thereby and otherwise act to eliminate or minimize the effects of any takeover statute on any of the transactions contemplated by the merger agreement, including, if necessary, challenging the validity or applicability of any such takeover statute.

At TD’s written request and at TD’s sole expense, Cowen will reasonably cooperate with, and provide reasonable assistance to, TD in connection with any steps TD may determine are necessary or desirable to take to retire, repay, defease, repurchase, redeem, satisfy and discharge, cancel or otherwise terminate effective at or after the effective time, some or all amounts outstanding under (i) the credit agreement, (ii) the indenture, (iii) the note purchase agreement and (iv) any other indebtedness of Cowen or its subsidiaries (including any indebtedness that replaces the foregoing), which cooperation and assistance will include (A) arranging for (1) the optional redemption, satisfaction and discharge, defeasance, exchange or other repurchase by TD, any of TD’s subsidiaries, Cowen or any Cowen subsidiary of, or a tender offer by TD, any of TD’s subsidiaries, Cowen or any Cowen subsidiary for, some or all of the notes issued pursuant to the indenture or note purchase agreement and (2) the repayment or prepayment of any amounts outstanding under the credit agreement on or after the closing date, including, in the case of each of clauses (1) and (2), by preparing and submitting, prior to the closing date as instructed by TD, customary notices (subject to reasonable review and comment by Cowen) in respect of any such redemption, satisfaction and discharge, defeasance, exchange, other repurchase, tender offer or repayment or prepayment; provided that the consummation of any such redemption, satisfaction and discharge, defeasance, exchange offer, other repurchase, tender offer or repayment or prepayment will be contingent upon

Prior to the effective time, TD and Cowen will each take such steps as may be necessary or appropriate to cause any disposition of shares of common stock or conversion of any derivative securities in respect of such shares of common stock in connection with the consummation of the transactions contemplated by the merger agreement to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Cowen will, and will cause each of its subsidiaries to, use reasonable best efforts to obtain with respect to each client (including, for the avoidance of doubt, each fund), in accordance with, and to the extent required by, applicable law or the applicable company investment advisory contract or fund documentation, as applicable, as promptly as reasonably practicable after the date of the merger agreement, (i) the consent of such client (or the investors therein), as applicable, for which consent to the assignment or deemed assignment of the applicable company investment advisory contract is required by applicable law or by such company investment advisory contract or such fund documentation as a result of the transactions contemplated by the merger agreement and (ii) any additional consent required from such client (or the investors therein), as applicable, in connection with the transactions contemplated by the merger agreement. Without the prior written consent of TD, Cowen will not, and will not permit any of its subsidiaries to, make any payment to, or grant any other economic concession (including any obligation of Cowen, any Cowen subsidiary or TD or any of their respective affiliates to make any payment or assume or incur any other obligation or liability) to, any client (or investors therein) in order to obtain (or otherwise in connection with) any such consent.

Following execution of the merger agreement, TD executed and delivered to Cowen, in accordance with applicable law and the constituent documents of Merger Sub, in TD’s capacity as sole stockholder of Merger Sub, a written consent adopting the merger agreement and approving the transactions contemplated by the merger agreement (including the merger).

Cowen will keep TD apprised of any material developments on a reasonably current basis regarding the status of any divestiture efforts with respect to certain assets or any other business (which, for the avoidance of doubt, will be subject to TD’s consent rights set forth in the section of the merger agreement related to Cowen forbearances with respect thereto, as applicable) and reasonably consult with TD in connection with any such divestiture.

Prior to the closing, Cowen will reasonably cooperate with TD (including providing Parent such information as may be reasonably requested in accordance with the section of the merger agreement related to access to information) to develop a plan for bringing any assets, investments, commitments, activities or transactions of

At the written request of TD, Cowen will use reasonable best efforts to bind (or, if TD seeks to bind a policy on behalf of Cowen, to reasonably cooperate with TD binding), an insurance policy (the “stop loss policy”) with (a) certain specified terms or such other terms as may be reasonably requested by TD and (b) a premium not to exceed $30,000,000.00 (the “reimbursable premium amount”). In the event the merger agreement is terminated (other than in the case of termination by TD pursuant to the fourth bullet set forth under the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 108110 of this proxy statement or under circumstances in which the TD expense reimbursement is payable and has been paid by TD), then TD will promptly reimburse Cowen for the premium paid with respect to such stop loss policy and any reasonable out-of-pocket costs incurred by Cowen in connection with binding such insurance policy, net of any amounts actually received (or which Cowen is contractually entitled to receive) in connection with the cancellation or commutation of the stop loss policy.

From the date of the merger agreement until the earlier of the termination of the merger agreement and the effective time of the merger, Cowen is subject to certain restrictions on its ability to solicit third-party proposals relating to alternative transactions or to provide information to and engage in discussions or negotiations with a third party in relation to an alternative transaction. Specifically, Cowen will, and will cause its subsidiaries and their respective employees, officers and directors to (and will use reasonable best efforts to cause its and their other representatives to), immediately cease and cause to be terminated any activities, discussions, or negotiations conducted before August 1, 2022 with any person other than TD with respect to any acquisition proposal (as defined in the section entitled “The Merger Agreement—Covenants and Agreements—No Change in Board Recommendation; Alternative Acquisition Agreements and Intervening Events” beginning on page 105107 of this proxy statement).

Cowen will not, and will cause its subsidiaries and its and their respective employees, officers and directors not to, and will use its reasonable best efforts to cause its and their other representatives not to, directly or indirectly:

Notwithstanding the foregoing, prior to receipt of the Cowen stockholder approval, if Cowen receives a bona fide written acquisition proposal not resulting from a material breach of the terms of the merger agreement, Cowen may and may permit is subsidiaries and certain of its subsidiaries’ representatives to furnish or cause to be furnished

Promptly, and in any event within 24 hours, Cowen is required to advise TD following receipt of any acquisition proposal or any inquiry which would reasonably be expected to lead to an acquisition proposal and the substance thereof (including the material terms and conditions of and the identity of the person making such inquiry or acquisition proposal), provide TD with an unredacted copy of any such acquisition proposal and any draft agreements, proposals or other materials received in connection with any such inquiry or acquisition proposal, and keep TD apprised of any material developments, discussions and negotiations related thereto on a reasonably current basis, including any amendments to or revisions of the material terms of such inquiry or acquisition proposal. Notwithstanding the foregoing, Cowen will be permitted to waive any standstill provision to allow any person to make an acquisition proposal if the Board, after consultation with its outside counsel and its financial advisors, determines in good faith that failure to take such action would be inconsistent with its fiduciary duties under applicable law.

In the merger agreement, Cowen and the Board agreed to unanimously recommend that holders of the common stock adopt the merger agreement and approve the transactions contemplated by the merger agreement (the “Board recommendation”).

Subject to certain exceptions, Cowen and the Board may not engage in any of the following actions or publicly propose to do any of the following (collectively, a “recommendation change”):

Prior to the time that the Cowen stockholder approval is obtained, the Board may make a recommendation change if (i) (A) the Board has received a bona fide acquisition proposal which did not result from a breach of the non-solicitation obligations under the merger agreement, which it, after consultation with its outside counsel and its financial advisors, determines in good faith constitutes a superior proposal, in which case, the Board may also cause Cowen to terminate the merger agreement for the purpose of entering into an alternative acquisition agreement with respect to such superior proposal (subject to paying the required Cowen termination fee to TD with respect to such termination, as described in the section entitled “The Merger Agreement—Termination Fee” beginning on page 109111 of this proxy statement), or (B) solely in response to an intervening event (as defined in the section entitled “The Merger Agreement—Covenants and Agreements—No Change in Board Recommendation; Alternative Acquisition Agreements and Intervening Events” beginning on page 105107 of this proxy statement), and (ii) the Board after consultation with its outside counsel and its financial advisors, determines in good faith that failure to take such actions would be inconsistent with its fiduciary duties under applicable law. However, Cowen and the Board may not take any such actions unless:

Notwithstanding any recommendation change, unless the merger agreement has been terminated, Cowen agreed in the merger agreement that the special meeting will be convened and the merger agreement will be submitted to the stockholders of Cowen at the special meeting. In addition, unless the merger agreement is terminated in accordance with its terms, Cowen has agreed that it will not submit any acquisition proposal to its stockholders for approval.

Without the prior written consent of TD, Cowen may not adjourn or postpone the special meeting for more than seven (7) business days in the case of any individual adjournment or postponement or more than twenty (20) business days in the aggregate.

In this proxy statement, we refer to “acquisition proposal” as, other than the transactions contemplated by the merger agreement, any offer, proposal or inquiry relating to, or any third-party indication of interest in:

In this proxy statement, we refer to “superior proposal” as a bona fide written acquisition proposal that the Board, after consultation with its outside counsel and its financial advisors, determines in good faith, after taking into account all legal, financial, regulatory and other aspects of such proposal (including the amount, form and timing of payment of consideration, the financing thereof, any associated break-up or termination fee, including those provided for in the merger agreement, expense reimbursement provisions and all conditions to consummation) and the person making the proposal, is:

Provided, however, that for purposes of this definition of superior proposal, references to “twenty-five percent” in the definition of acquisition proposal will be deemed to be references to “fifty percent.”

In this proxy statement, we refer to “intervening event” as any effect, change, event, circumstance, condition, occurrence or development that does not relate to an acquisition proposal and is not known by, or reasonably foreseeable to, the Board as of August 1, 2022 (or, if known or reasonably foreseeable, the consequences of which were not known or reasonably foreseeable by the Board as of August 1, 2022); provided that a change, in and of itself, in the trading price of Cowen’s stock, the fact, in and of itself, that Cowen meets or exceeds any revenue or earnings projections or any internal financial projections or any change or prospective change, in and of itself, in the credit rating of Cowen will not be taken into account in determining whether an intervening event has occurred (it being understood that the underlying causes of such change or fact will be taken into account in determining whether a intervening event has occurred).

Cowen’s and each of the TD parties’ respective obligations to complete the merger are subject to the satisfaction, at or prior to the effective time, of the following conditions:

The obligation of the TD parties to effect the merger is also subject to the satisfaction, or waiver by TD parties, at or prior to the effective time, of the following conditions:

The obligation of Cowen to effect the merger is also subject to the satisfaction, or waiver by Cowen, at or prior to the effective time, of the following conditions:

Neither Cowen, TD nor Merger Sub can provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party.

The merger agreement may be terminated at any time prior to the effective time, whether before or after receipt of the Cowen stockholder approval (as defined in the section entitled “The Merger Agreement—Covenants and Agreements—Cowen Stockholder Approval” beginning on page 99101 of this proxy statement) under the following circumstances:

If the merger agreement is terminated as provided in the merger agreement, the merger agreement will become void and have no effect, and none of TD, Cowen, any of their respective subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever under the merger agreement, or in connection with the transactions contemplated by the merger agreement, except that (i) certain provisions of the merger agreement will survive the termination, including those relating to confidentiality, public announcements, the insurance policy, the effect of termination, and other general provisions and (ii) neither Cowen nor TD will be relieved or released from any liabilities or damages arising out of its fraud or its willful and material breach of any provision of the merger agreement. “Willful and material breach” means a material breach of, or material failure to perform any of the covenants or other agreements contained in, the merger agreement that is a consequence of an act or failure to act by the breaching or non-performing party with actual knowledge that such party’s act or failure to act would, or would reasonably be expected to, result in or constitute such breach of or such failure of performance under the merger agreement.

Cowen will be required to pay TD a termination payment of $42,250,000.00 in cash (the “Cowen termination fee”), if the merger agreement is terminated in the circumstances set forth below.

For the purposes of this section of the proxy statement, references to “twenty-five percent” in the definition of acquisition proposal will be deemed to be references to “fifty percent.”

TD will be required to reimburse Cowen for (a) $10,000,000 for fees and expenses of third party advisors (including legal, accounting, investment banking and financial advisors, experts and consultants) and other transaction costs, (b) the aggregate face amount of employee retention awards which have been allocated (or reallocated) and communicated to employees after August 1, 2022 (for additional information, see the section entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger—Parent Retention Awards” beginning on page 070 of this proxy statement) and (c) the reimbursable premium amount (the amounts described in clauses (a), (b) and (c), collectively, the “TD expense reimbursement”) if the merger agreement is terminated in the circumstances set forth below:

Notwithstanding the foregoing:

In no event shall Cowen be required to pay the Cowen termination fee or TD be required to pay the TD expense reimbursement, in each case, more than once.

If Cowen or TD (as applicable, the “obligor”) fails promptly to pay the Cowen termination fee or TD expense reimbursement (as applicable, the “owed amounts”) when due pursuant to the merger agreement, and, in order to obtain such payment, TD or Cowen (as applicable, the “obligee”) commences a suit which results in a judgment for the obligor to pay the owed amounts, the obligor shall pay the costs and expenses of the obligee (including reasonable attorneys’ fees and expenses) in connection with such suit. In addition, the obligor shall pay interest on such overdue amounts at a rate per annum equal to the “prime rate” published in The Wall Street Journal on the date on which such payment was required to be made for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full. The owed amounts (and any related amounts payable by the obligor pursuant to this paragraph), except in the case of fraud, shall be the sole remedy of the obligee in the event of a termination of the merger agreement in accordance with the merger agreement pursuant to which the owed amounts are payable by the obligor.

Except as otherwise provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such expense.

Subject to compliance with applicable law, the merger agreement may be amended by the parties at any time before or after the receipt of the Cowen stockholder approval; provided, however, that after receipt of the Cowen stockholder approval, there may not be, without further approval of the stockholders of Cowen, any amendment of the merger agreement that requires such further approval under applicable law. The merger agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each of the parties thereto.

At any time prior to the effective time, each of the parties may, to the extent legally allowed, extend the time for the performance of any of the obligations or other acts of the other parties thereto, waive any inaccuracies in the representations and warranties of the other parties contained in the merger agreement or in any certificate delivered by such other party pursuant to the merger agreement, and waive compliance with any of the agreements or satisfaction of any conditions for its benefit contained in the merger agreement. Any agreement on the part of a party thereto to any such extension or waiver will be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

The merger agreement is not intended to and does not confer upon any person, other than the parties to the merger agreement, any rights or remedies under or by reason of the merger agreement except as otherwise provided.

Cowen and TD will be entitled to an injunction or injunctions to prevent breaches or threatened breaches of the merger agreement or to enforce specifically the performance of the terms and provisions of the merger agreement (including the parties’ obligation to consummate the merger), in addition to any other remedy to which they are entitled at law or in equity.

The merger agreement is governed by Delaware law. The exclusive venue for any action or proceeding in respect of any claim arising out of or related to the merger agreement or the transactions contemplated by the merger agreement is the Court of Chancery of the State of Delaware or, to the extent that the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court in the State of Delaware.

The following table sets forth information regarding the beneficial ownership of common stock as of September 12,29, 2022 by (i) each person or group who is known by the Company to be a beneficial owner of 5% or more of common stock, (ii) each director of the Company, (iii) each of the Company’s executive officers and (iv) all directors and executive officers of the Company as a group.

Beneficial ownership of common stock is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as indicated by footnote, the Company believes based on the information provided to the Company that each person and entity named in the table has sole voting and investment power with respect to all of the shares of common stock shown as beneficially owned by such person or entity. Applicable percentage of beneficial ownership is based on 28,014,299 shares of common stock outstanding on September 12,29, 2022. Shares of common stock subject to company equity awards currently exercisable or that will be settled or exercisable within sixty (60) days after September 12,29, 2022 are deemed to be outstanding and beneficially owned by the person holding the company equity awards for the purpose of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.

Unless otherwise indicated, the address of each named person is c/o Cowen Inc., 599 Lexington Avenue, New York, NY 10022.

Shares of common stock are listed on the Nasdaq Global Select Market under the trading symbol “COWN”. The table below provides the high and low intra-day trading prices for shares of common stock, as reported by the Nasdaq Global Select Market, and the quarterly cash dividends declared per share, for the periods indicated.

On July 1, 2022, the last full trading day prior to published market speculation regarding a potential sale of the Company, the closing price for shares of class A common stock was $24.04 per share. The $39.00 per share to be paid for each share of common stock pursuant to the merger agreement represents a premium of approximately 62% over the closing price on July 1, 2022. On [ ],October 10, 2022, the latest practicable trading day before the filing of this proxy statement, the reported closing price for shares of class A common stock on the Nasdaq Global Select Market was $[ ].$38.60. You are encouraged to obtain current market quotations for shares of class A common stock in connection with voting your common stock.

As of the close of business on the record date, there were [ ]28,014,299 shares of common stock outstanding and entitled to vote, held by [ ]40 Cowen stockholders of record. The number of holders is based upon the actual number of holders registered in our records at such date and excludes holders of shares in “street name” or persons, partnerships, associations, corporations or other entities identified in security positions listings maintained by depository trust companies.

Pursuant to the terms of the merger agreement, the Company is prohibited from making, declaring, paying or setting a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for any shares of its capital stock or other equity or voting securities, including any securities of the Company or any of its subsidiaries, except (A) regular quarterly cash dividends by the Company at a rate not in excess of $0.12 per share of common stock, (B) dividends paid by any of the Company’s subsidiaries to the Company or any of its wholly owned subsidiaries, (C) dividends provided for and paid on preferred stock in accordance with the terms of such preferred stock and (D) the acceptance of shares of common stock as payment for withholding taxes incurred in