Form of Restricted Stock Unit and Deferred Cash Award Agreement

(a)Employee Non-Solicitation. Grantee agrees that during employment (including any Notice Period) and for a period of one (1) year after the date of the termination of Grantee’s employment for any reason, Grantee will not, without the Company's prior written consent, directly or indirectly: (a)

solicit or induce, or cause others to solicit or induce, any employees of a Cowen Inc. Company (defined below) to leave the Company or in any way modify their relationship with the Company; (b) hire or cause others to hire any employees of a Cowen Inc. Company; or (c) encourage or assist in the hiring process of any Cowen Inc. Company employee or in the modification of any such employee's relationship the Cowen Inc. Company, or cause others to participate, encourage or assist in the hiring process of any employees of a Cowen Inc. Company.

(b)Non-Competition Obligation. In order to safeguard the Employer’s and the Company’s Protectable Interests (as defined below), Grantee agrees that if he or she has a Front Office position, during Grantee’s employment and Post-employment Period after Grantee’s employment terminates, Grantee will not, without prior written consent of the Company’s Head of Human Resources, directly or indirectly, on behalf of a Competitor, engage in Competitive Activity (the restriction under this Paragraph, the “Non-competition Obligation”). The length of the post-employment Non-Competition Obligation will be equal to the length of Grantee’s Notice Obligation as of the date of Grantee’s termination of employment (the “Post-employment Period”). For example, if Grantee has a 3-month Notice Obligation, the length of Grantee’s Post-employment Period is three (3) months. The post-employment Non-competition Obligation does not apply if Grantee’s employment is terminated by the Company without Cause. If Grantee fully complies with Grantee’s Notice Obligations, the length of Grantee’s Post-employment Period will be reduced by the number of days Grantee remains on payroll during the Notice Period (for example, if Grantee’s Employer holds Grantee to Grantee’s full Notice Period, Grantee will not have any further Post-employment Period if Grantee fully complies with the Notice Obligations). Grantee acknowledges that this Non-Competition Obligation is in addition to any client non-solicitation obligation set forth in any offer letter, Terms and Conditions of Employment, or deferred compensation award agreement, and that such agreements are amended to add this Non-Competition Obligation; provided, however, that if Grantee has agreed to a longer post-employment non-competition period in an offer letter or Terms and Conditions of Employment, the longer length of time governs. If the Grantee has an Employment Agreement in effect as of the Grant Date, then that Employment Agreement governs.

(c)Non-Disclosure of Confidential or Proprietary Information. The Grantee shall not at any time, whether during Grantee’s employment or following the termination of Grantee’s employment, directly or indirectly, publish, disclose or furnish to any entity, firm, corporation or person, except as otherwise required by law or as required as part of Grantee’s position with the Company, any Confidential or Proprietary Information with respect to any aspect of its operations, business or clients. "Confidential or Proprietary Information" shall mean any secret, confidential or proprietary information of a Cowen Inc. Company that is not generally known to the public to which you gain access by reason of your employment and includes, but is not limited to, information relating to all principals, officers, and employees, all present or potential clients and investors; work product developed by and research conducted by a Cowen Inc. Company; research reports, models, and notes; business and marketing plans; sales, trading and financial data and strategies; legal and/or regulatory matters; operational costs; pitch books and presentation materials; client and investor lists; client contact and account information; pipelines; investor information; budgets; engagement letters; all current and prospective client confidential information; financial models; and internal procedures, manuals and guidebooks. This Paragraph does not prohibit any disclosure: (i) made for the purpose of reporting a suspected violation of law or claiming retaliation for reporting a violation of law in confidence to (A) the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, FINRA, or any other federal, state or local government, agency or commission (“Government Agency”), (B) your attorney, or (C) in a sealed court document; (ii) made in cooperation with an investigation by a Government Agency; or (iii) required pursuant to a subpoena or other legal process; provided, however, with respect to a disclosure under (iii), other than to a Government Agency, that Grantee agrees to give the Company prompt written notice of

the disclosure so that the Company may seek a protective order or waive Grantee’s compliance with this paragraph. Upon termination of Grantee’s employment for any reason, or at any other time requested by the Employer or the Company, Grantee agrees to immediately return all Confidential or Proprietary Information in Grantee’s possession, custody or control, and upon request of the Employer or the Company, agrees to execute an affidavit confirming Grantee’s compliance with this obligation.

(d)Non-Disparagement. The Grantee shall not at any time, whether during the Grantee’s employment or following any termination thereof, and shall not cause or induce others to, defame or disparage the Company or any Affiliate, or the directors, officers or employees of the Company or any Affiliate. Grantee agrees not to take any action which is intended, or would reasonably be expected, to harm the reputation of a Cowen Inc. Company, or which would reasonably be expected to lead to negative publicity to a Cowen Inc. Company.

(e)Company Property. All records, files, memoranda, reports, customer information, client and investor lists, documents, Work Made for Hire (defined below) and equipment relating to the business of the Company or any Affiliate that the Grantee prepares or possesses, or with which the Grantee comes into contact, in either case while the Grantee is an employee of the Company or any Affiliate, shall remain the property of the Company or such Affiliate. The Grantee agrees that upon the Grantee’s termination of employment for any reason, the Grantee shall provide to the Company and any Affiliate, as applicable, all documents, papers, files, and other material in the Grantee’s possession and under the Grantee’s control that are connected with or derived from the Grantee’s services to the Company or any Affiliate.

(f)Intellectual Property. Grantee agrees that the following, without limitation, belongs to and shall be the sole intellectual property of the Company: all inventions, improvements, products, designs, specifications, original works of authorship, trademarks, service marks, trade dress, discoveries, formulas, algorithms, processes, models, software or computer programs (including any modifications), data processing systems, analyses, data, techniques, trade secrets, know-how, ideas, creations, or work product (regardless of whether it contains Confidential or Proprietary Information or trade secrets), and any applications and registrations thereto, conceived, developed, made or improved on by Grantee: (i) in the course of employment with or work for a Cowen Inc. Company; or (ii) with the use of a Cowen Inc. Company’s time, material or facilities in any way related to or pertaining to or connected with the present or anticipated business, development, work or research of a Cowen Inc. Company (“Work Made for Hire”). The Company shall exclusively own all rights, title and interest in any Work Made for Hire, and shall be the author for all purposes under copyright law. Grantee hereby assigns such Work Made for Hire to the Company and agrees, without further compensation or consideration, to immediately take such actions to effect such assignment as may be requested by the Cowen Inc. Company. If any intellectual property is not deemed a Work Made for Hire, or if Grantee, by operation of law, is deemed to obtain any rights to the Work Made for Hire, Grantee shall irrevocably assign to the Company, without further compensation or consideration, your entire right, title, and interest in and to the intellectual property. Grantee further agrees not to impermissibly reproduce, copy, display, distribute, forward, plagiarize, or use (whether in hardcopy or electronically, including via e-mail) any Third Party Copyrighted Materials in violation of any license, subscription agreement, or law. “Third Party Copyrighted Materials” are copyrighted works, other than those of a Cowen Inc. Company including, but are not limited to, printed articles from publications; electronic articles and reports in online publications; database content; websites; streaming media; musical compositions, mobile apps; online videos; movies; sound recordings, including in digital form such as downloads and streams; images; presentations; training materials; manuals; documentation; computer programs, software programs, and blogs.

(g)Compliance with Company Policies. The Grantee agrees to comply fully with the applicable internal policies of the Company and the Employer including, but not limited to, those

contained in the Company’s and the Employer’s Employee Handbook, Code of Business Conduct and Ethics, and compliance policies and procedures. The Company’s right to modify these policies does not affect Grantee’s duty to comply with these policies at all times.

(h)Cooperation. The Grantee agrees to cooperate fully with the Company and the Employer at any time, whether during the Grantee’s employment or following any termination thereof, taking into account the requirements of any subsequent employment by the Grantee, on all matters relating to the Grantee’s employment, which cooperation shall be provided without additional consideration or compensation and shall include, without limitation, being available to serve as a witness and be interviewed and making available any books, records, and other documents within the Grantee’s control, provided, however, that the Grantee need not take any action hereunder that would constitute a violation of law or obligation to any third party (except to the extent such obligation arises due to any action taken by the Grantee with the intention to circumvent the operation of this Section or cause a waiver of attorney-client privilege). Without limiting the generality of the foregoing, the Grantee shall cooperate fully and truthfully in connection with any (1) past, present, or future suit, action, claim, or other proceeding; (2) inquiry, proceeding, or investigation by or before any governmental authority; (3) arbitration, mediation, or other alternative dispute resolution process, in each case involving the Company, the Employer, or any Affiliates; and (4) internal investigation. In connection with the Grantee’s providing such cooperation, the Company or the Employer, as applicable, shall reimburse the Grantee for reasonable, pre-approved expenses in connection with such cooperation.

(i)Publicity Consent. In connection with Grantee’s employment, Grantee grants the Cowen Inc. Companies the right to use his or her name, likeness, image, portrait, voice, and appearance for business purposes including, but not limited to, videos, audio recordings, photographs, publications, advertisements, news releases, websites, and any promotional materials (the “Materials”). Grantee acknowledges that he or she has no right, title, or interest in and to the Materials, and voluntarily waives the right to inspect or approve the use of the Materials. Grantee releases the Cowen Inc. Companies from all claims under federal, state and local law arising out of the Cowen Inc. Companies’ use of the Materials.

(j)Grantee Representations Supporting Restrictive Covenants. Grantee acknowledges and recognizes the highly competitive nature of the Employer’s and the Company’s business, that the Employer will invest time and resources into Grantee’s training and education in furtherance of Grantee’s position, and that by virtue of Grantee’s position, Grantee will have access to the Employer’s and the Company’s Confidential and Proprietary Information and trade secrets (collectively, “Protectable Interests”). Grantee understands that the restrictive covenants contained in this Agreement may limit Grantee’s ability to earn a livelihood in a position similar to or involving the same activities Grantee perform for the Employer, but Grantee acknowledges that Grantee will receive compensation and other benefits, including training and access to Confidential and Proprietary Information, sufficient to justify these restrictions. Grantee further acknowledges that given Grantee’s education, skills, and abilities, Grantee does not believe that the restrictive covenants in this Agreement will prevent Grantee from earning a livelihood. Grantee recognizes that the Company would not award the RSUs and Deferred Cash pursuant to this Agreement if Grantee was not willing to agree to the restrictive covenants contained in this Agreement.

The intent of the parties is that payments under this Agreement comply with Section 409A

of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this

Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Grantee shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Grantee has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement or any other arrangement between the Grantee and the Company during the six (6) month period immediately following the Grantee’s separation from service shall instead be paid on the first business day after the date that is six (6) months following the Grantee’s separation from service (or, if earlier, the Grantee’s date of death). The Company makes no representation

that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. In the event that any provision of this Agreement would cause this Agreement fail to comply with Section 409A, to the extent subject thereto, such provision may be deemed null and void, and the Company and the Grantee agree to amend or restructure this Agreement to the extent necessary and appropriate to avoid adverse tax consequences under Section 409A.