Ramius/Cowen Agreement – Section 9.2(b)

September 21, 2009

(b)  Cowen shall pay Ramius, by wire transfer of immediately available funds, the sum of $3,500,000 (the “ Termination Fee ”) and/or the Ramius Expenses if this Agreement is terminated as follows:
 
     (i)  if Ramius shall terminate this Agreement pursuant to Section 9.1(e)  hereof, then Cowen shall pay the Termination Fee and the Ramius Expenses on the Business Day following such termination;
 
     (ii)  if either party shall terminate this Agreement pursuant to Section 9.1(f) , then (x) Cowen shall pay to Ramius an amount equal to one-half (1/2) of the Ramius Expenses on the Business Day following delivery to Cowen of written notice of the amount of such Ramius Expenses or (y) if at any time after the date of this Agreement and at or before the date of the Cowen Stockholder Meeting, a Cowen Alternative Proposal shall have been publicly announced or disclosed, then (A) Cowen shall pay the Ramius Expenses (less any amounts paid pursuant to clause (x)) on the Business Day following delivery to Cowen of written notice of the amount of such Ramius Expenses, and (B) if within twelve (12) months of the date of such termination of this Agreement, Cowen or any of its Subsidiaries executes any definitive agreement with respect to, or consummates any Alternative Transaction, then Cowen shall pay the Termination Fee to Ramius upon the date of such execution or consummation of the Alternative Transaction.  For purposes of this Section 9.2(b)(ii)  only, “Alternative Transaction” shall have the meaning as set forth in Section 7.10(c)(i)  hereof, provided , however , that where the number “15” is used in such definition, the number “50” shall be substituted therefor; and
 
     (iii)  if either party shall terminate this Agreement pursuant to Section 9.1(c)  and at any time after the date of this Agreement and at or before the date of the Cowen Stockholder Meeting a Cowen Alternative Proposal shall have been publicly announced or disclosed, then Cowen shall pay the Ramius Expenses on the Business Day following delivery to Cowen of written notice of the amount of such Ramius Expenses, and if within twelve (12) months of the date of such termination of this Agreement, Cowen or any of its Subsidiaries executes any definitive agreement with respect to, or consummates any Alternative Transaction, then Cowen shall pay the Termination Fee to Ramius upon the date of such execution or consummation of the Alternative Transaction.  For purposes of this Section 9.2(b)(iii)  only, “Alternative Transaction” shall have the meaning as set forth in Section 7.10(c)(i)  hereof, provided , however , that where the number “15” is used in such definition, the number 50 shall be substituted therefor.


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