Jefferies Financial (JEF) 8-KEntry into a Material Definitive Agreement

implementation plan to be agreed among the Parties: (i) certain global investment banking services for global mergers and acquisitions, investment banking and restructuring advisory services (continued from the 2021 MOU, the “Global M&A Collaboration”) and (ii) certain collaborations and joint marketing efforts between certain SMBC Group and Jefferies with respect to certain United States investment and commercial banking transactions (continued from the 2021 MOU, the “Sub-IG Collaboration”). The Parties will use reasonable best efforts to leverage their respective client relationships and origination, execution, and distribution capabilities in connection with these ongoing collaborations. The Parties shall discuss and agree regarding the continuation, or replacement by the terms of this MOU, of those certain ongoing collaborations for the healthcare industry under the 2021 MOU, including as set forth in the Healthcare Term Sheets dated July 13, 2021 and July 19, 2022 under the 2021 MOU (together, the “Healthcare Term Sheets”).

When engaging in the mandates, collaborations and transactions contemplated under this MOU, the Parties shall (a) enter into the mandates, collaborations and transactions through one or more of their appropriately licensed affiliates, (b) comply with all applicable legal, regulatory and administrative laws, statutes, ordinances, acts, codes, directives, determinations, rules, regulations and orders, enacted, issued or promulgated by any governmental or regulatory authority or body applicable to such Party or its property (“Laws”), and (c) comply with all contractual, fiduciary and other obligations and duties owed to existing and new clients.

The Parties agree that, notwithstanding this MOU, it is important (a) for legal, regulatory and other purposes that each Party maintains its distinct corporate personality and (b) that, except as expressly set forth herein or as may be otherwise expressly agreed from time to time, there shall not be any coordination or joint operation of each Party’s respective businesses, or an appearance of such coordination or joint operation. Nothing contained in this MOU shall give any Party (or any of its affiliates), directly or indirectly, the right to control or direct the business, conduct or operations of any other Party (or its affiliates). Each Party shall exercise, subject to the terms and conditions of this MOU, complete control and supervision over its and its subsidiaries’ respective business, conduct and operations, as applicable. Nothing in this Clause 2.4 shall in any way restrict or limit the appointment or activities of any SMBC Designee (as defined in that certain Exchange Agreement, dated as of the date hereof, by and between Jefferies and SMBC), if any.

Governance Committee.

The Governance Committee shall (a) be compromised of the MOU Point Persons (specified below) (the “Governance Committee”) and (b) hold meetings (which may be held in person or by remote means, including telephonic or video conferencing) on at least a quarterly basis in order to help facilitate and maximize the goals of the Parties under this MOU, including overseeing any committee contemplated by this MOU. For the avoidance of doubt, the Governance Committee shall consist of two MOU Point Persons from each of Jefferies and SMBC Group.

Role of Governance Committee.

Point Persons.

The following persons will be the key contact persons at each of the Parties in respect of any potential matter falling within the scope of this MOU (each, as applicable, an “MOU Point Person”).

Each Party represents, warrants and undertakes to the other Party as set out in Schedule A, and the Parties acknowledge that each Party entered into this MOU in reliance upon the accuracy of the representations, warranties and undertakings given by the other Party on Schedule A.

Except as expressly otherwise provided herein, each of the representations, warranties and undertakings shall be separate and independent and shall not be limited by reference to any other paragraph of Schedule A or by anything in this MOU.

or except as otherwise expressly contemplated hereby, directly or indirectly, solicit or hire for employment any person or employee of the other Party or its affiliates that such Party became aware of or received information about in the course of performing this MOU or with whom such Party met (whether in person or telephonically) in the performance of the Alliance; provided, however, that (a) general advertisements and other similar broad forms of solicitation not specifically targeted at employees of the other Party or its affiliates shall not constitute direct or indirect solicitation hereunder (and no hiring resulting therefrom shall be prohibited) and (b) the foregoing shall not restrict any solicitation or hiring of any employee of the other Party or its affiliates who (x) was terminated by the other Party or its affiliates or (y) otherwise ceased to be employed by the other Party or its affiliates at least three months prior to any solicitation or hiring discussions prohibited by this Clause 5.

Each Party shall (and each Party shall cause its respective affiliates and its and their employees and representatives to) keep confidential and not disclose, without the prior written consent of the other Party, any Confidential Information to any person, subject to Clause 6.2. “Confidential Information” means information regarding (a) all details of the Alliance, including facts underlying the Alliance, (b) the transactions contemplated by this MOU and (c) prospective clients and client information; provided, however, that, in respect of a specific Party, Confidential Information shall not include any information that (i) was known by such Party or its affiliates on a non-confidential basis prior to the date hereof, (ii) is or becomes generally available to the public, other than as a result of a disclosure in violation of this Clause 6 by such Party or its affiliates, (iii) is or was independently generated by such Party or its affiliates without the use of Confidential Information or (iv) is or becomes available or known to such Party or its affiliates from a source (other than the other Party or its affiliates) that, to such Party’s knowledge, is not bound by a confidentiality agreement or other obligation of confidentiality with respect to such information.

Notwithstanding Clause 6.1, a Party may disclose Confidential Information (a) to its affiliates and its and their employees and representatives that it reasonably determines need to know such information; provided that the disclosing Party shall (i) impose upon its affiliates and its and their employees and representatives to whom Confidential Information is disclosed confidentiality obligations at least as protective as the confidentiality obligations hereunder with respect to any such disclosed Confidential Information, and (ii) remain primarily liable hereunder with respect to any information leakage or other breach of confidentiality by such persons, (b) to any professional advisers of the disclosing Party or its affiliates who are bound to the disclosing Party or its affiliates by confidentiality obligations pursuant to Laws, contract or otherwise, in each case, that are at least as protective as the confidentiality obligations hereunder, with respect to any such Confidential Information disclosed, (c) as required by any Law or subpoena or legal process or to any regulatory or governmental authority or body; provided that the disclosing person notifies the other Party as soon as practical in the event of any such disclosure (other than as a result of an examination by any regulatory or governmental authority or body) unless such notification is prohibited by Law, or (d) to any bank or financial regulatory or

governmental authority or body of competent jurisdiction (including the Board of Governors of the Federal Reserve System or the Financial Services Agency of Japan) with jurisdiction over such Party or any of its affiliates (for purposes of the Bank Holding Company Act of 1956, as amended), which such disclosure is reasonably necessary to respond to a request or requirement of (including in connection with any audit or examination of or filing with) such bank or financial regulatory or governmental authority or body and, accordingly, the obligations of confidentiality and non-disclosure set out herein shall not apply to any such disclosure; provided that, promptly following such disclosure, subject to Law and the directions and instructions of the applicable bank or financial regulatory or governmental authority or body, the applicable Party shall provide notice to the other Party of any such disclosure in response to such a request or requirement that specifically targets the other Party, this MOU or the Alliance.

No Party shall disclose to any other Party any information (whether Confidential Information or not) that it is prohibited to disclose to such other Party due to any confidentiality, fiduciary or other obligation to an existing, past or prospective client; provided that such Party shall use reasonable best efforts to obtain consent from such existing, past or prospective client to disclose such information to the other Parties if disclosure would be necessary or desirable to facilitate the actions, collaborations and transactions contemplated by the Alliance.

Notwithstanding anything to the contrary in this MOU, this Clause 6 and the confidentiality obligations set forth herein shall survive any termination of this MOU, and remain in full force and effect, until the date that is two years following the termination date of this MOU.

As soon as reasonably practicable, the Parties shall develop in good faith a framework governing the sharing and disclosure of information amongst the Parties (including customer and client information), solely for the purposes of effectuating and facilitating the Alliance, including those activities enumerated in Clause 1.2 and otherwise described in this MOU and in compliance with applicable Laws.

Upon the terms and subject to the conditions set forth in this MOU, Jefferies shall use reasonable best efforts to (a) proactively market its services to, and solicit business from (including via joint pitches of the Parties to Joint Coverage Clients), Joint Coverage Clients in respect of the M&A Target Business and the Equity Target Business (as such terms are agreed among the Parties), and (b) cooperate with SMBC Group in connection with the matters contemplated by the foregoing clause (a).

Upon the terms and subject to the conditions set forth in this MOU, Jefferies shall use reasonable best efforts to (a) introduce, refer and direct to SMBC-Nikko America and the U.S. branches of Sumitomo Mitsui Banking Corporation (collectively, “U.S. SMBC/Nikko”) opportunities for potential business and engagements in the DCM Target Business (as such term is agreed among the Parties) of which Jefferies may become aware,

(b) market U.S. SMBC/Nikko’s services in respect of the DCM Target Business to Jefferies’ clients (including introducing SMBC and SMBC-Nikko America to such clients) and (c) cooperate with SMBC Group in connection with the matters contemplated by the foregoing clauses (a) and (b).

Upon the terms and subject to the conditions set forth in this MOU, U.S. SMBC/Nikko shall use reasonable best efforts to (a) proactively market its services to, and solicit business from (including via joint pitches of the Parties to Joint Coverage Clients), Joint Coverage Clients in respect of the DCM Target Business and (b) cooperate with Jefferies in connection with the matters contemplated by the foregoing clause (a).

Upon the terms and subject to the conditions set forth in this MOU, U.S. SMBC/Nikko shall use reasonable best efforts to (a) introduce, refer and direct to Jefferies opportunities for potential business and engagements in the M&A Target Business and Equity Target Business of which U.S. SMBC/Nikko may become aware, (b) market Jefferies’ services in respect of the M&A Target Business and Equity Target Business to U.S. SMBC/Nikko’s clients (including introducing Jefferies to such clients) and (c) cooperate with Jefferies in connection with the matters contemplated by the foregoing clause (a) and (b).

Jefferies shall indemnify and hold harmless each of SMBC Group, its affiliates, and its and their respective Representatives (collectively, the “SMBC Indemnitees”) from and against, and shall promptly pay and reimburse the SMBC Indemnitees, any and all Losses incurred or sustained by any SMBC Indemnitees based on, arising out of, with respect to or by reason of any claim, dispute, action, suit, litigation, arbitration or other proceeding (each, an “Action”) by any third party based on, arising out of, with respect to or by reason of Jefferies’ or its affiliates’ (a) material breach of this MOU or (b) fraud, gross negligence or willful misconduct, in each case for clause (a) and (b), as determined by a court or arbitrator of competent jurisdiction in a final and non-appealable judgment or determination.

SMBC Group shall indemnify and hold harmless each of Jefferies, its affiliates, and its and their respective Representatives (collectively, “Jefferies Indemnitees”) from and against, and shall promptly pay and reimburse the Jefferies Indemnitees, any and all Losses incurred or sustained by any Jefferies Indemnitees based on, arising out of, with respect to or by reason of any Action by any third party based on, arising out of, with respect to or by reason of SMBC Group’s or its affiliates’ (a) material breach of this MOU or (b) fraud, gross negligence or willful misconduct, in each case for clause (a) and (b), as determined by a court or arbitrator of competent jurisdiction in a final and non-appealable judgment or determination.  Each of SMBC Group and Jefferies is an “Indemnitee Party.”

With respect to any indemnifiable Action by a third party, the Indemnitee Party shall provide the Party providing indemnification or from whom indemnification is sought (the “Indemnifying Party”) with prompt written notice concerning the existence of such indemnifiable Action, which notice shall include a description in reasonable detail of (a) the basis for, and nature of, such Action, including the facts constituting the basis for such Action, (b) the estimated amount of the Losses that have been or may be sustained by

the Indemnitee Party in connection with such Action (which estimated amount shall not be conclusive of the final amount of such Losses) or a statement that the amount of Losses is not reasonably ascertainable and (c) reasonable supporting documentation to the extent available; provided that failure to give such notification shall not affect the indemnification provided hereunder, except to the extent the rights of the Indemnifying Party in respect of such indemnifiable Action have been actually prejudiced as a result of such failure.  The Indemnifying Party shall have the right to assume and control the defense and settlement of such Action by giving written notice to the Indemnitee Party within thirty (30) days after receipt of written notice of the applicable Action from the Indemnitee Party, subject to the Indemnifying Party agreeing, in a written instrument and in advance of the Indemnifying Party assuming the defense of such Action on behalf of the Indemnitee Party, that the Indemnifying Party is obligated to indemnify the Indemnitee Party for such Action and the Losses arising therefrom; provided that the Indemnitee Party shall have the right to control the defense and settlement of any Action (i) that alleges, or seeks a finding or admission of, a violation of Law by any such indemnifiable Indemnitee Party, (ii) in which the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of any Indemnitee Party (or other non-monetary relief) is sought against any Indemnitee Party, (iii) an adverse outcome of which would, or would reasonably be expected to, materially and adversely affect the ongoing business of any Indemnitee Party, (iv) brought by, or on behalf of, any regulatory or governmental authority or body having jurisdiction over any Indemnitee Party or (v) if, after the Indemnifying Party assumes the defense of such Action, the Indemnifying Party has failed to diligently defend such Action; provided, further, that, whether or not the Indemnitee Party undertakes to control the defense and settlement of an indemnifiable Action, the Indemnitee Party shall not settle, compromise or offer to settle or compromise any such Action without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless the Indemnitee Party irrevocably waives its right to indemnification hereunder in respect of such Action.

Notwithstanding anything herein to the contrary, the Indemnitee Party (or, in the case the Indemnitee Party has the right to control the defense and settlement of an Action pursuant to the proviso in Clause 9.3, the Indemnifying Party (the Party having such right to control, the “Controlling Party”, and the other Party, the “Non-Controlling Party”)) may participate, at its own expense, in any defense and settlement, directly or through counsel of its choice, subject to the Controlling Party’s right to control the defense and settlement thereof.  The fees and disbursements of such counsel shall be at the expense of the Non-Controlling Party; provided that if (i) there exists a conflict of interest between the Controlling Party and the Non-Controlling Party and (ii) the Controlling Party is the Indemnifying Party, then the Controlling Party shall be liable for the reasonable fees and expenses of counsel to Non-Controlling Party in each jurisdiction for which the Non-Controlling Party determines separate counsel is required.  Each of the Indemnifying Party and the Indemnitee Party shall reasonably cooperate with each other in connection with the defense of any indemnifiable Action, including by retaining and providing to the Controlling Party such defense records and information that are reasonably relevant to such Action and making available employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder, it being understood that the reasonable and documented out-of-pocket fees and expenses of the Non-Controlling

Party (if it is the Indemnitee Party) relating thereto shall be considered Losses attributable to the associated Action; provided that no Party (nor any of their affiliates or its or their respective Representatives) shall be required to furnish any such information to the other Party that would (in the reasonable judgment of such Party upon advice of counsel) be reasonably likely to (x) waive or jeopardize any legal privileges, including the attorney-client privilege, held by such Party or any of its affiliates, (y) breach any duty of confidentiality owed to any third party (whether such duty arises contractually, statutorily or otherwise) or any agreement with any third party or (z) violate any applicable Law (provided, further, however, that such Party shall (and shall cause its affiliates to) use reasonable best efforts to make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable disclosure to the other Party (or its Representatives) to occur without waiving or jeopardizing such legal privilege, breaching any such duty of confidentiality or other agreement or violating applicable Law, including using reasonable best efforts to obtain any required consents). The Controlling Party shall keep the Non-Controlling Party reasonably advised of the status of such Action and the defense thereof, shall provide to the Non-Controlling Party a reasonable period to review and comment upon drafts of any documentation relating to court submissions or any such settlement that the Controlling Party proposes to file or enter into in respect of such Action and shall consider in good faith any recommendations made by the Non-Controlling Party with respect thereto.

If the Indemnifying Party undertakes to control the defense and settlement of an indemnifiable Action, the Indemnifying Party shall not settle, compromise or offer to settle or compromise any such indemnifiable Action without the prior written consent of the Indemnitee Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided that such consent may be withheld in the sole discretion of the Indemnitee Party if such settlement (a) does not include from the claimant an unqualified release of the Indemnitee Parties from any and all liability, obligation and damage in respect of such indemnifiable Action, (b) does not provide solely for the payment of money, which shall be paid directly by (or reimbursed to the Indemnitee Party from) the Indemnifying Party, or (c) includes any admission of any liability, fault or wrongdoing (including any violation or breach of Law) by any Indemnitee Party.

Where one and the same set of facts, circumstances or events qualifies under more than one provision entitling an Indemnitee Party to a claim or remedy of indemnification under Clause 9, such Indemnitee Party shall not be entitled to duplicative recovery of Losses arising out of such facts, circumstances or events.  Notwithstanding anything herein to the contrary, in no event shall any Indemnitee Party be entitled to indemnification pursuant to this Clause 9 to the extent any Losses were attributable to such Indemnitee Party’s own breach of this MOU or fraud, gross negligence or willful misconduct, in all cases, as determined by a court or arbitrator of competent jurisdiction in a final and non-appealable judgment or determination.

Each Party shall use reasonable best efforts to take actions within its control to mitigate any Loss upon and after obtaining knowledge of any event, set of facts, circumstance or occurrence that would reasonably be expected to give rise to any Loss that would reasonably be expected to give rise to an indemnity obligation pursuant to this Clause 9.

For the purposes of this Clause 9: “Representatives” means the applicable person’s directors, officers, principals, partners, managers, members and employees; and “Losses” means any and all losses, damages, payments, awards, penalties, judgments, settlements, fines, costs and expenses (including reasonable and documented out-of-pocket fees and expenses of attorneys and accountants) actually suffered or incurred; provided that “Losses” shall not include (a) consequential, punitive, special or exemplary damages, regardless of form of action, whether in contract, tort, strict liability or otherwise or (b) lost profits, opportunity costs, damages to business reputation, diminution in value or damages based upon a multiple of earnings, revenues or similar financial measure, in each case, except to the extent actually paid to a third party.

Nothing in this Clause 12 shall prohibit any Party from making any announcement or disclosure or dispatching any circular as required by Law or requested or required by any governmental or regulatory authority or body (including any stock exchange), in which case, to the extent permitted by Law and practicable under the circumstances, such announcement shall only be released or the circular dispatched after consultation with the other Party and after taking into account the reasonable requests of the other Party as to the content of such announcement or circular.

No Party may assign any of its respective rights or obligations under this MOU or any agreement entered into pursuant to the terms of this MOU in whole or in part without the prior written consent of the other Party; provided that a Party may assign its rights or obligations under this MOU to its wholly owned affiliates as long as the applicable Party remains primarily liable for all obligations (including the payment of any fees) hereunder.

With respect to any disputes, claims, suits, actions, litigations or other proceedings, whether at law or in equity, whether in contract or in tort or otherwise, arising from or relating to this MOU, the performance thereunder or the Alliance (“Proceedings”), each Party irrevocably (i) agrees that the Supreme Court of the State of New York, County of New York located in the Borough of Manhattan, or, if under applicable Law exclusive jurisdiction is vested in Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), has exclusive jurisdiction to hear and determine any Proceedings, (ii) submits to the jurisdiction of such courts, (iii) waives any objection that it may have at any time to the bringing of any Proceedings in any such court, (iv) not to bring or permit any of their affiliates to bring any such legal action in any other court and (v) agrees not to claim that such Proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over such Party.

EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING. EACH PARTY AGREES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IF THERE IS ANY PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (IV) THE OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATES IN THIS CLAUSE 16.3.

EXCEPT AS SET FORTH IN CLAUSE 9, NO CLAIM SHALL BE MADE BY ANY PARTY HERETO, OR ANY OF SUCH PARTY’S SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS AGAINST ANY OTHER PARTY HERETO OR ANY OF ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT, DUTY IMPOSED BY LAW OR OTHERWISE), IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS MOU OR ANY OTHER DOCUMENTS ENTERED INTO IN CONNECTION WITH THE ALLIANCE OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

For the purpose of this MOU, “affiliate,” in respect of any person, means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such person, where “control” means (a) the power (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise) to appoint or remove all or such of the members of the board or other governing body of a person as are able to cast the majority of the votes capable of being cast by the members of that board or body on all, or substantially all, matters, or otherwise to control or have the power to control the policies and affairs of that person; or (b) the holding or possession of the beneficial interest in or the ability to exercise the voting rights applicable to shares or other securities in any person (whether directly or indirectly) which confer in aggregate on the holders thereof 50% or more of the total voting rights exercisable at general meetings of that person on all, or substantially all, matters.

Notwithstanding anything herein to the contrary, nothing herein shall require any person to (or to cause or direct any other person to) disclose or share any confidential supervisory information the disclosure or sharing of which is prohibited by Law; provided that appropriate modified or substitute disclosures or actions shall be made or taken to the extent permitted by Law.