Jeffrey M. Solomon - 01 Mar 2023 Form 4 Insider Report for COWEN INC.

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of August 1, 2022 (the "Merger Agreement"), by and among The Toronto-Dominion Bank, a Canadian chartered bank ("Parent"), Crimson Holdings Acquisition Co., a Delaware corporation ("Merger Sub") and an indirect wholly owned subsidiary of Parent and Cowen Inc., a Delaware corporation (the "Company"), on March 1, 2023 (the "Effective Time"), Merger Sub merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").

Footnote F2

At the Effective Time, each share of Class A common stock, par value $0.01 per share, of the Company ("Class A Company Common Stock") issued and outstanding immediately prior to the Effective Time and each share of Class B common stock, par value $0.01 per share, of the Company (together with Class A Company Common Stock, "Company Common Stock") issued and outstanding immediately prior to the Effective Time (except for (i) shares of Company Common Stock owned by the Company or Parent (in each case, other than shares of Company 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 Company Common Stock with respect to which dissenters' rights have been exercised) was automatically canceled and converted into the right to receive $39.00 in cash, without interest (the "Merger Consideration").

Footnote F3

This line item represents outstanding restricted stock units with respect to Company Common Stock ("Company RSUs") held by the Reporting Person. Pursuant to the Merger Agreement, at the Effective Time, each Company RSU that was or became vested at the Effective Time in accordance with its terms was canceled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time and (ii) the Merger Consideration.

Footnote F4

This line item represents unvested and outstanding Company RSUs held by the Reporting Person. Pursuant to the employment agreement between Parent and the Reporting Person at the Effective Time, each outstanding Company RSU that was not and did not become vested at the Effective Time in accordance with its terms was converted into a restricted stock unit with respect to Parent common stock determined by multiplying (i) the total number of shares underlying such Company RSU immediately prior to the Effective Time and (ii) the Exchange Ratio (as defined in the Merger Agreement), subject to such terms and conditions applicable to such Company RSU as set forth in the employment agreement.

Footnote F5

Pursuant to the Merger Agreement, each award of restricted stock units with vesting subject to performance-based conditions ("Company PSUs") held by the Reporting Person at the Effective Time for which the applicable performance period was complete but had not yet been settled as of immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time and (ii) the Merger Consideration.

Footnote F6

Pursuant to the employment agreement between Parent and the Reporting Person, at the Effective Time, each Company PSU for which the applicable performance period was not complete as of immediately prior to the Effective Time was assumed by Parent, based on target level of performance and otherwise subject to such terms and conditions applicable to such Company PSU as set forth in the employment agreement, except that such assumed Company PSU shall (i) no longer be subject to performance conditions following the Effective Time and (ii) in respect of a number of Parent common shares determined by multiplying the total number of shares underlying under such Company immediately prior to the Effective Time and the Exchange Ratio.