FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN AND AMONG LEUCADIA NATIONAL CORPORATION AS ISSUER, AND MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY AND Dated as of February [—], 2013Registration Rights Agreement • February 15th, 2013 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • 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.
FORM OF EXCHANGE AGREEMENT]Exchange Agreement • February 15th, 2013 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • Delaware
This Exchange Agreement (this “Agreement”), dated as of February , 2013 (the “Effective Date”), is entered into by and among Jefferies Group, Inc., a Delaware corporation (the “Company”), and each of the other persons who are signatories to this Agreement and who are listed on Schedule A attached hereto (each of them is referred to as a “Stockholder” and together they are referred to as “Stockholders”).
