SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: PART 5 PRESENT: Hon. Eileen A. Rakower UBS SECURITIES LLC, Index No. 09-108820 DECISION AND : ORDER WITH : TEMPORARY : RESTRAINING ORDER Petitioner, - against - JEFFERIES & COMPANY, INC., BENJAMIN D. LORELLO and SAGE KELLY, Upon the accompanying Petition, the accompanying Affirmation of Emergency of Peter L. Altieri, dated June 22, 2009, the attached Affidavit of Anthony Brown, sworn to on June 21, 2009, the exhibits annexed thereto, the attached Affidavit of Charles Buckley, sworn to on June 21, 2009, the attached Declaration of Douglas McCutcheon, and the accompanying memorandum of law , and after oral argument before the Court on June 23, 2009, IT IS HEREBY ORDERED that, sufficient cause having been alleged, until further order of this Court or by a Financial Industry Regulatory Authority (“FINRA”) Dispute Resolution panel pursuant to FINRA Rule 13804, the Respondents are hereby temporarily enjoined and restrained as follows:With regard to Respondents Benjamin D. Lorello and Sage Kelly, directly or indirectly: (i) from commencing employment with Respondent, Jefferies & Company, Ine. Orany of its parents and subsidiaries (“Jefferies”), other than having accepted an offer, or providing any serv ices to, for or on behalf of Jefferies, at any time prior to the expiration of the thirty (30) day notice period set forth in their respective employment agreements with UBS; (ii) from taking any action during their thirty (30) day notice period that is in violation of the terms contained in the Lorello agreement, paragraphs 6 and 7 (ii), (iii) and (iv) (relevant provisions attached hereto); With regard to Respondent Jefferies, directly or indirectly: (i) from encouraging, assisting or inducing any present or former UBS employee to violate any continuing legal or contractual obligation such employee owes to UBS for a period of 30 days from each employee’s respective notice of resignation. (ii) fora period ending at the close of business on July 20, 2009, from employing or soliciting for employment, directly or indirectly, any employee of UBS Securities LLC or its parents, subsidiaries and affiliates (“UBS”) who is working in and/or providing support to UBS" investment banking practice and who has not already accepted employment with Jefferies; and (iii) fora period ending at the close of business on July 20, 2009, from accepting or soliciting business from, or doing business with, any entity for which Benjamin D. Lorello, Sage Kelly and/or any of their subordinates at UBS provided investment banking healthcare services on behalf of UBS for any healthcare engagement for which Jefferies has not already been retained; which would result in displacing UBS, it being understood that Jefferies can satisfy its obligation under this sub paragraph by inquiring of such entity that retaining Jefferies will not displace or materially reduce the role of UBS in the engagement, ENTER: IS.C. HON. EILEEN A. RAKOWER6. Protection of Confidential Information Mog aaree, that. in connection with your employment withthe Firm, you will acquie andlor be exposed to {rade secrets and other confidential information related to the business and operations of UBS (defied below) andlor its cients that are nt readily available tothe public (collectively, “Confidential information") 2nd that such Confidential Information is the property of UBS. Confidential Information shal include, without imitation, information relating to intellectual property, financal information, personnel, proections, strategic planning, cient information, any other work product or the business of the Fim, You further acknowledge and agree that the Firm takes reasonable steps to Confidential information. In this regard, you at Firm, except as may be required by law, You will give immediate written notice to the Firm of any disclosure of the Firm's Confidential Information Fenuited by 2 court, government agency, or regulatory authority in order to allow the Firm the opportunty to respond to such a request. Your obligations under this section, among others, will sunive the terametnn, of your employment 7. Non-Salicitation ou agree that during your employment, and i you voluntarily terminate your employment, fr a period imenechately thereafter which, when added to the Notice Perio, shal be equal to ninety (90) days sou will Dok. drecty or indirectly, for yourself or for any third party, of which you are or anticipate becoming on employee, owner, partner, investor, member, agent, director, consultant, independent contiscio oo otherwise associated in any way whatsoever 0: t 1 { t i) solic, influence, induce, recruit, cause or entice any employee, Covered cient, consultant, independent contractor or vender of UBS.to.terminate such person's or eeiity’s business or employment relationship with UBS; (i) Se interfere with the relationship betwreen UBS and any employee, Covered Client, Consultant, independent contractor or vender of UBS. or -nloee, independent contrac or constant i) employ or othersse engae sa epboye, ox orc, (So Compettne crise ay eupoye of USS or ny person wh oases Ey Uas atom rant ing te ents poo he eatin you erkymen i the Fries UBS sol have prevented se person's or entity's relationship with UBS,