Lorence H. Kim - 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 held by the Reporting Person. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit held by a current or former non-employee director of the Company ("Director RSU") (whether settled or unsettled) immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the number of shares of Company Common Stock subject to such Director RSU immediately prior to the Effective Time and (ii) the Merger Consideration.

Footnote F4

With respect to any Director RSUs that constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and that are not permitted to be paid at the Effective Time without triggering a Tax (as defined in the Merger Agreement) or penalty under Section 409A of the Code, the payment referenced under point 3 above shall be made at the earliest time permitted under the applicable Stock Plan (as defined in the Merger Agreement) and award agreement that will not trigger a Tax or penalty under Section 409A of the Code.