0001193125-12-467573 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. Ian M. Cumming (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. Richard B. Handler (the “Stockholder”).

AGREEMENT AND PLAN OF MERGER Among LEUCADIA NATIONAL CORPORATION, LIMESTONE MERGER SUB, LLC, JEFFERIES GROUP, INC. JSP HOLDINGS, INC. and JASPER MERGER SUB, INC. Dated as of November 11, 2012
Agreement and Plan of Merger • November 13th, 2012 • Jefferies Group Inc /De/ • Security brokers, dealers & flotation companies • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of November 11, 2012 (this “Agreement”), is entered into by and among Jefferies Group, Inc., a Delaware corporation (“Jefferies”), JSP Holdings, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of Jefferies (“New Jefferies”), Jasper Merger Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of New Jefferies (“Merger Sub One”), Leucadia National Corporation, a New York corporation (“Leucadia”), and Limestone Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of Leucadia (“Merger Sub Two”).

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