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:
REGISTRATION RIGHTS AGREEMENT BETWEEN AND AMONG JEFFERIES GROUP, INC. AS ISSUER, AND MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY AND AS PURCHASERS Dated as of February 17, 2006Registration Rights Agreement • February 21st, 2006 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • New York
REGISTRATION RIGHTS AGREEMENT, dated February 17, 2006 (this “Agreement”), between Jefferies Group, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), and Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company, as the Purchasers (the “Purchasers”), under the Purchase Agreement dated February 17, 2006 between the Company and the Purchasers, as amended from time to time (the “Purchase Agreement”). In order to induce the Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
