Issuer andIndenture • March 12th, 2002 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
EXHIBIT 10.1 Jefferies Babson Finance LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 7, 2004 TABLE OF CONTENTSJefferies Group Inc /De/ • November 8th, 2004 • Security brokers, dealers & flotation companies • Delaware
Issuer andJefferies Group Inc /De/ • January 4th, 2002 • Security brokers, dealers & flotation companies • New York
Issuer andIndenture • March 28th, 2003 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
EXHIBIT 10.2 JEFFERIES GROUP, INC. 2003 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AGREEMENT AGREEMENT dated as of [Date] (the "Grant Date"), between JEFFERIES GROUP, INC., a Delaware corporation (the "Company"), and [Name] ("Employee"). WHEREAS,...Restricted Stock Agreement • November 8th, 2004 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
Issuer andJefferies Group Inc /De/ • January 4th, 2002 • Security brokers, dealers & flotation companies • New York
FIRST SUPPLEMENTAL INDENTUREJefferies Group Inc /De/ • July 15th, 2003 • Security brokers, dealers & flotation companies
DEPOSIT AGREEMENT DATED AS OF __________________, AMONG JEFFERIES GROUP, INC. A DELAWARE CORPORATION, ________________, A [NATIONAL BANKING ASSOCIATION], AND THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY SHARES DESCRIBED HEREIN.Deposit Agreement • January 4th, 2002 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
Jefferies Group, Inc. 7.75 % Senior Notes Due 2012 Underwriting AgreementJefferies Group Inc /De/ • March 12th, 2002 • Security brokers, dealers & flotation companies • New York
JEFFERIES GROUP LLC, Issuer and THE BANK OF NEW YORK MELLON, Trustee INDENTURE Dated as of , 2013 Subordinated SecuritiesJefferies Group LLC • April 1st, 2013 • Security brokers, dealers & flotation companies • New York
INDENTURE, dated as of , 2013, between Jefferies Group LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 520 Madison Avenue, 12th Floor, New York, NY 10022 and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”).
JEFFERIES GROUP, INC. (a Delaware corporation)Purchase Agreement • January 18th, 2013 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
Jefferies Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with you and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom you are acting as Representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $400,000,000 aggregate principal amount of the Company’s 6.50% Senior Notes due 2043 (the “Notes,” referred to herein as, the “Securities”). To the extent that there are no additional Underwriters listed on Schedule A other than you, the term Representatives as used herein shall mean you, as Underwriter, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The Securities are to be issued as part of a series of Notes pursuant to an Indenture dated as of March 12, 2002,
TAX SHARING AND INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into as of the 17th day of March, 1999, by and among JEFFERIES GROUP, INC., a Delaware corporation ("JEFG"), JEF HOLDING COMPANY, INC., a Delaware corporation ("HOLDING"), and...Tax Sharing and Indemnification Agreement • April 20th, 1999 • Jef Holding Co Inc
JEFFERIES GROUP, INC., Issuer and THE BANK OF NEW YORK MELLON, Trustee INDENTURE Dated as of October ___, 2009 Convertible SecuritiesJefferies Group Inc /De/ • October 20th, 2009 • Security brokers, dealers & flotation companies • New York
INDENTURE, dated as of October ___, 2009, between Jefferies Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 520 Madison Avenue, 12th Floor, New York, NY 10022 and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”).
JEFFERIES GROUP, INC., Issuer and THE BANK OF NEW YORK MELLON, Trustee INDENTURE Dated as of October 26, 2009 Senior SecuritiesJefferies Group Inc /De/ • May 23rd, 2012 • Security brokers, dealers & flotation companies • New York
INDENTURE, dated as of October 26, 2009, between Jefferies Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 520 Madison Avenue, 12th Floor, New York, NY 10022 and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”).
JEFFERIES GROUP, INC. (a Delaware corporation)Purchase Agreement • April 13th, 2011 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
Jefferies Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Jefferies & Company, Inc. and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Jefferies & Company, Inc. is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $800,000,000 aggregate principal amount of the Company’s 5.125% Senior Notes due 2018 (the “Notes,” referred to herein as the “Securities”). The Securities are to be issued pursuant to an Indenture dated as of March 12, 2002, as amended by the First Supplemental Indenture dated as of July 15, 2003 (as so amended, the “Indenture”), between the Company and The Bank of New York, as trus
JEFFERIES GROUP, INC.2003 Incentive Compensation Plan Restricted Stock Units Agreement • February 29th, 2008 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
This Restricted Stock Units Agreement (the “Agreement”) confirms the grant on (the “Grant Date”) by Jefferies Group, Inc., a Delaware corporation (the “Company”), to (“Employee”) of Restricted Stock Units (the “Units”), including rights to Dividend Equivalents as specified herein, as follows:
ContractJefferies Group Inc /De/ • April 13th, 2011 • Security brokers, dealers & flotation companies
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
JEFFERIES GROUP LLC (a Delaware limited liability company) JEFFERIES GROUP CAPITAL FINANCE INC. (a Delaware corporation)Purchase Agreement • October 8th, 2021 • Jefferies Group LLC • Security brokers, dealers & flotation companies • New York
Jefferies Group LLC, a Delaware limited liability company (the “Company”), and Jefferies Group Capital Finance Inc., a Delaware corporation and wholly owned subsidiary of the Company (the “Co-Issuer” and together with the Company, the “Issuers”), confirm their agreement with you and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom you are acting as Representative (in such capacity, the “Representative”), with respect to the issue and sale by the Issuers and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $1,000,000,000 aggregate principal amount of the Issuers’ 2.625% Senior Notes due 2031 (the “Securities”). To the extent that there are no additional Underwriters listed on Schedule A other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representatives and Underwriters shall mean either the singular
JEFFERIES GROUP, INC. 2003 INCENTIVE COMPENSATION PLAN AS AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 27th, 2009 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
AGREEMENT dated as of [insert grant date] (the “Grant Date”), between JEFFERIES GROUP, INC., a Delaware corporation (the “Company”), and [insert employee name] (“Employee”).
JEFFERIES GROUP, INC. Issuer and THE BANK OF NEW YORK MELLON, Trustee SECOND SUPPLEMENTAL INDENTURE To INDENTURE Dated as of October 26, 2009 Convertible Securities Dated as of December 19, 2012Convertible Securities • December 20th, 2012 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of December 19, 2012 (the “Second Supplemental Indenture”), to the INDENTURE, dated as of October 26, 2009 (the “Original Indenture”), as amended by the FIRST SUPPLEMENTAL INDENTURE, dated as of October 26, 2009 (the “First Supplemental Indenture”), between Jefferies Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 520 Madison Avenue, 12th Floor, New York, NY 10022 and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”).
JEFFERIES GROUP, INC. (a Delaware corporation) Senior Debentures due 2036 PURCHASE AGREEMENTPurchase Agreement • January 20th, 2006 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
Jefferies Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Citigroup Global Markets Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Jefferies & Company, Inc., Citigroup Global Markets Inc. and Merrill Lynch are acting as Representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $500,000,000 aggregate principal amount of the Company’s Senior Debentures due 2036 (the “Securities”). The Securities are to be issued pursuant to an Indenture dated as of March 12, 2002, as amended by the First Supplemental Indenture dat
LEUCADIA NATIONAL CORPORATION, JEFFERIES GROUP LLC and THE BANK OF NEW YORK MELLON, Trustee FOURTH SUPPLEMENTAL INDENTURE To INDENTURE Dated as of October 26, 2009 Convertible Debt Securities Dated as of March 1, 2013Fourth Supplemental Indenture • March 1st, 2013 • Jefferies Group LLC • Security brokers, dealers & flotation companies • New York
This FOURTH SUPPLEMENTAL INDENTURE, dated as of March 1, 2013 (the “Fourth Supplemental Indenture”), among Jefferies Group LLC, a limited liability company existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 520 Madison Avenue, 12th Floor, New York, NY 10022, Leucadia National Corporation, a corporation duly organized and existing under the laws of the State of New York (herein called “Leucadia”), having its principal office at 315 Park Avenue South, New York, New York 10010 and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”), to the INDENTURE, dated as of October 26, 2009 (the “Base Indenture”), between Jefferies Group, Inc., a corporation organized under the laws of the State of Delaware, and the Trustee, as amended by the FIRST SUPPLEMENTAL INDENTURE, dated as of October 26, 2009 (the “First Supplemental Indenture”), the SECOND SUPPLEMENTAL INDENTURE, dated as of December
ContractJefferies Group Inc /De/ • January 18th, 2013 • Security brokers, dealers & flotation companies
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
VOTING AGREEMENTVoting Agreement • November 13th, 2012 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • Delaware
This VOTING AGREEMENT, dated as of November 11, 2012 (this “Voting Agreement”), is entered into by and between Jefferies Group, Inc., a Delaware corporation (“Jefferies”), and Mr. Ian M. Cumming (the “Stockholder”).
June 1, 2007Jefferies Group Inc /De/ • August 9th, 2007 • Security brokers, dealers & flotation companies
This letter agreement and release (the “Agreement”) confirms our understanding and agreement with regard to your retirement and the termination of your employment with Jefferies Group, Inc. (the “Company”):
ContractLimited Liability Company Agreement • January 29th, 2019 • Jefferies Group LLC • Security brokers, dealers & flotation companies • Delaware
JEFFERIES GROUP LLC and THE BANK OF NEW YORK MELLON, Trustee THIRD SUPPLEMENTAL INDENTURE To INDENTURE Dated as of March 12, 2002 Senior Debt Securities Dated as of March 1, 2013Jefferies Group LLC • March 1st, 2013 • Security brokers, dealers & flotation companies • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of March 1, 2013 (the “Third Supplemental Indenture”), among Jefferies Group LLC, a limited liability company existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 520 Madison Avenue, 12th Floor, New York, NY 10022, and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”), to the INDENTURE, dated as of March 12, 2002 (the “Original Indenture”), between Jefferies Group, Inc., a corporation organized under the laws of the State of Delaware, and the Trustee, as amended by the FIRST SUPPLEMENTAL INDENTURE, dated as of July 15, 2003 and the SECOND SUPPLEMENTAL INDENTURE, dated as of December 19, 2012 (the “Second Supplemental Indenture”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 11th, 2008 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
STOCK PURCHASE AGREEMENT, dated as of June 4, 2008 (this “Agreement”), by and between Ian M. Cumming (the “Seller”) and Jefferies Group, Inc. (the “Purchaser”).
FULLY DISCLOSED CLEARING AGREEMENT This Agreement, made this 1st day of January, 1999, between JEFFERIES & COMPANY, INC. (the "Clearing Broker") and ITG INC. (the "Introducing Broker"), sets forth the terms and conditions under which the Clearing...Fully Disclosed Clearing Agreement • April 20th, 1999 • Jef Holding Co Inc
VOTING AGREEMENTVoting Agreement • November 13th, 2012 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • Delaware
This VOTING AGREEMENT, dated as of November 11, 2012 (this “Voting Agreement”), is entered into by and between Jefferies Group, Inc., a Delaware corporation (“Jefferies”), and Mr. Brian P. Friedman (the “Stockholder”).
VOTING AGREEMENTVoting Agreement • April 20th, 2017 • Jefferies Group LLC • Security brokers, dealers & flotation companies • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of April 20, 2017, is entered into by and among Virtu Financial, Inc., a Delaware corporation (“Parent”), Orchestra Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Acquirer Parties”), and Jefferies LLC (the “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
JEFFERIES GROUP, INC., LEUCADIA NATIONAL CORPORATION and THE BANK OF NEW YORK MELLON, Trustee THIRD SUPPLEMENTAL INDENTURE To INDENTURE Dated as of October 26, 2009 Convertible Securities Dated as of February 28, 2013Convertible Securities • March 1st, 2013 • Jefferies Group LLC • Security brokers, dealers & flotation companies • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of February 28, 2013, among Jefferies Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 520 Madison Avenue, 12th Floor, New York, NY 10022, Leucadia National Corporation, a corporation duly organized and existing under the laws of the State of New York (“Leucadia”), having its principal office at 315 Park Avenue South, New York, New York 10010 and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee”).
ContractJefferies Group Inc /De/ • May 4th, 2004 • Security brokers, dealers & flotation companies
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
JEFFERIES GROUP, INC. 3.25% Series A Cumulative Convertible Preferred Stock PURCHASE AGREEMENT Dated February 17, 2006Purchase Agreement • February 21st, 2006 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
Jefferies Group, Inc., a Delaware corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
AGREEMENT AND PLAN OF MERGER BY AND AMONG JEFFERIES GROUP, INC., JSP HOLDINGS, INC. AND JASPER MERGER SUB, INC.Agreement and Plan of Merger • November 13th, 2012 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of November 11, 2012, is made by and among Jefferies Group, Inc., a Delaware corporation (“Jefferies”), Jasper Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Jefferies (“Merger Sub One”) (Jefferies and Merger Sub One, when referred to individually, each a “Constituent Corporation” and when referred to collectively, the “Constituent Corporations”), and JSP Holdings, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Jefferies (“New Jefferies”).
