REGISTRATION RIGHTS AGREEMENT BETWEEN AND AMONG LEUCADIA NATIONAL CORPORATION AS ISSUER, AND MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY AND C.M. LIFE INSURANCE COMPANY Dated as of February [●], 2013Registration Rights Agreement • February 15th, 2013 • Leucadia National Corp • Meat packing plants • New York
REGISTRATION RIGHTS AGREEMENT, dated February [●], 2013 (this “Agreement”), between Leucadia National Corporation, a corporation incorporated under the laws of the State of New York (the “Company”), and Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company, as the initial holders (the “Initial Holders”). In connection with the exchange (through a series of steps that are outlined in that certain Letter Agreement, dated as of February 15, 2013, by and among the Company, the Initial Holders, Jefferies Group, Inc., and JSP Holdings, Inc. (the “Letter Agreement”)) of the shares of 3.25% Series A Cumulative Convertible Preferred Stock of Jefferies Group, Inc., which were originally purchased under that Purchase Agreement, as of dated February 17, 2006, between Jefferies Group, Inc. and the Initial Holders (as amended, the “Purchase Agreement”), the Company has agreed to provide the registration rights set forth in this Agreement.
JEFFERIES LETTERHEAD]Merger Agreement • February 15th, 2013 • Leucadia National Corp • Meat packing plants
Reference is hereby made to (i) that certain Agreement and Plan of Merger, dated as of November 11, 2012 (“Merger Agreement One”), by and among Jefferies Group, Inc. (“Jefferies”), JSP Holdings, Inc. (“New Jefferies”) and Jasper Merger Sub, Inc. (“Merger Sub One”), (ii) that certain Agreement and Plan of Merger, dated as of November 11, 2012 (“Merger Agreement Two”), by and among Leucadia National Corporation (“Leucadia”), Limestone Merger Sub, LLC (“Merger Sub Two”), Jefferies, New Jefferies and Merger Sub One, and (iii) that certain Purchase Agreement, dated as of February 17, 2006 (the “Purchase Agreement”), by and among Jefferies, Massachusetts Mutual Life Insurance Company (“Mass Mutual”) and C.M. Life Insurance Company (“C.M. Life”).
