WAIVER AND AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • April 15th, 2019 • Jefferies Financial Group Inc. • Security brokers, dealers & flotation companies
This WAIVER AND AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT is made as of April 12, 2019 (this “Waiver and Amendment Agreement”) and effects a limited waiver in respect of and amends that certain Stockholders Agreement, dated as of March 28, 2014 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Stockholders Agreement”), by and between HomeFed Corporation, a Delaware corporation (the “Company”) and Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation), a New York corporation (the “Stockholder”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Stockholders Agreement.
AGREEMENT AND PLAN OF MERGER among HOMEFED CORPORATION, JEFFERIES FINANCIAL GROUP INC. and HEAT MERGER SUB, LLC Dated as of April 12, 2019Merger Agreement • April 15th, 2019 • Jefferies Financial Group Inc. • Security brokers, dealers & flotation companies • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 12, 2019 (this “Agreement”), is made and entered into by and among Jefferies Financial Group Inc., a New York corporation (“Parent”), Heat Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“Merger Sub”), and HomeFed Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as the “Parties.”
VOTING AGREEMENTVoting Agreement • April 15th, 2019 • Jefferies Financial Group Inc. • Security brokers, dealers & flotation companies • Delaware
This VOTING AGREEMENT, dated as of April 12, 2019 (this “Voting Agreement”), is entered into by and between HomeFed Corporation, a Delaware corporation (the “Company”) and Jefferies Financial Group Inc., a New York corporation (the “Stockholder”).
