0001193125-12-467574 Sample Contracts

VOTING AGREEMENT
Voting 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. Joseph S. Steinberg (the “Stockholder”).

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VOTING AGREEMENT
Voting 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”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG JEFFERIES GROUP, INC., JSP HOLDINGS, INC. AND JASPER MERGER SUB, INC.
Merger Agreement • 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”).

VOTING AGREEMENT
Voting 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 among Jefferies Group, Inc., a Delaware corporation (“Jefferies”), Leucadia National Corporation, a New York corporation (“Leucadia”), and BEI Jeffvest, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Leucadia (the “Stockholder”).

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