PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 28th, 2014 • Leucadia National Corp • Meat packing plants • New York
PLEDGE AND SECURITY AGREEMENT dated March 21, 2014 (this “Agreement”) made by among HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability, GLOBAL OPPORTUNITIES BREAKAWAY LTD., a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability, HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., a Delaware limited partnership (each, a “Pledgor” and, together, the “Pledgors”), and JEFFERIES LLC, a Delaware limited liability company (solely with respect to Section 6 hereof, the “Escrow Agent”) in favor of and for the benefit of LEUCADIA NATIONAL CORPORATION, a New York Corporation (the “Secured Party”).
CASH AND SECURITIES DEPOSIT AGREEMENTCash and Securities Deposit Agreement • March 28th, 2014 • Leucadia National Corp • Meat packing plants • New York
This CASH AND SECURITIES DEPOSIT AGREEMENT, dated as of March 21, 2014 (the "Agreement"), is made by and among Harbinger Capital Partners Master Fund I, Ltd., a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability (the “Master Fund”), Global Opportunities Breakaway Ltd., a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability (“Global Fund”), Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited partnership (together with the Master Fund and Global Fund, the “Sellers,” and each a “Seller”), Leucadia National Corporation, a New York corporation (the “Purchaser”), and Jefferies LLC, a Delaware limited liability company (the "Depositary"). Capitalized terms that are not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement (as defined below).
JOINDER TO REGISTRATION RIGHTS AGREEMENT Dated as of September 27, 2013Registration Rights Agreement • March 28th, 2014 • Leucadia National Corp • Meat packing plants • New York
THIS JOINDER (this “Joinder”) to the Registration Rights Agreement by and among Harbinger Group Inc. (the “Company”), the Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P. and Global Opportunities Breakaway Ltd., dated as of September 10, 2010, as amended on May 12, 2011 (as the same may hereafter be amended, modified or amended and restated (the “Registration Rights Agreement”), is made and entered into as of the date hereof by Leucadia National Corporation (the “Purchaser”). All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Registration Rights Agreement.
EXCHANGE AGREEMENT by and among Harbinger Capital Partners Master Fund I, Ltd., Global Opportunities Breakaway Ltd., Harbinger Capital Partners Special Situations Fund, L.P. and Leucadia National Corporation March 21, 2014Exchange Agreement • March 28th, 2014 • Leucadia National Corp • Meat packing plants • New York
EXCHANGE AGREEMENT (this “Agreement”), dated March 21, 2014, by and among Harbinger Capital Partners Master Fund I, Ltd., a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability (the “Master Fund”), Global Opportunities Breakaway Ltd., a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability (“Global Fund” ), Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited partnership (the “Special Situations Fund” together with the Master Fund and Global Fund, the “Sellers,” and each a “Seller”), and Leucadia National Corporation, a New York Corporation (or, at its designation but subject to compliance with the terms and conditions of Section 11.9 of the Purchase Agreement (as defined below), one or more of its direct or indirect wholly-owned Subsidiaries, the “Purchaser”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such
