UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~April~~May 122, 2019

HOMEFED CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE	1-10153	33-0304982
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

1903 WRIGHT PLACE, SUITE 220, CARLSBAD, CALIFORNIA		92008
1903 WRIGHT PLACE, SUITE 220, CARLSBAD,CALIFORNIA	92008
(Address of Principal Executive Offices)	(Zip Code)	~~(Zip Code)~~

760-918-8200

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Securities ~~1.01~~registered ~~Entry~~pursuant ~~into~~to aSection 12(b) ~~Material~~of ~~Definitive~~the ~~Agreement~~Act:

The Merger Agreement


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $1.00 Per Share	“HOFD”	OTC

OnItem ~~April 12, 2019, HomeFed Corporation, a Delaware corporation (“HomeFed”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Jefferies Financial Group Inc~~1.,01 aEntry New York corporation (“Jefferies”) and Heat Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Jefferies (“Merger Sub”). Pursuant to the Merger Agreement, HomeFed will be merged with and into ~~Merger Sub (the “Merger”) with Merger Sub surviving the Merger as~~ a ~~wholly-owned~~Material ~~subsidiary~~Definitive ~~of Jefferies (the “Surviving Company”).~~ Agreement

IfAmendment ~~the Merger is completed, each share of common stock, par value $0~~No.01, of HomeFed (the “HomeFed Common Stock”) issued and outstanding immediately prior to the effective time of the merger (the “Effective Time”), other than Excluded Shares (as defined below), will be converted into the right to receive either: (i) $38.00 in cash, without interest (the “Cash Consideration”), or (ii) ~~a number of validly issued, fully paid and nonassessable shares of common stock, par value $~~1~~.00~~ ~~per share, of Jefferies (“Jefferies Common Stock”), equal~~ to ~~the~~Agreement ~~Exchange~~and ~~Ratio~~Plan (as defined below), (the “Stock Consideration”, referred together with the Cash Consideration, the “Merger Consideration”). “Excluded Shares” include shares owned by: (i) HomeFed (as treasury stock), (ii) Jefferies or any of ~~its subsidiaries (including~~ Merger Sub) or (iii) holders of shares of HomeFed Common Stock (“HomeFed Stockholders”) who have perfected and have not withdrawn a demand for appraisal rights pursuant to Section 262 of the Delaware General Corporation Law (the “DGCL”) immediately prior to the Effective Time.

~~The~~As previously ~~Exchange~~disclosed, ~~Ratio~~on ~~contemplated~~April 12, by2019, ~~the~~HomeFed ~~Merger~~Corporation, ~~Agreement~~a isDelaware ~~2.0,~~corporation ~~provided that~~(“HomeFed”), ifentered ~~the~~into ~~volume~~an ~~weighted~~Agreement ~~average~~and ~~trading~~Plan ~~price~~of Merger (~~rounded~~the to“Original ~~the~~Merger ~~nearest $0.01~~Agreement”) ofwith ~~one share of~~ Jefferies ~~common~~Financial ~~stock~~Group Inc., ona ~~the~~ New York ~~Stock~~corporation ~~Exchange~~ (“~~NYSE~~Jefferies”), asand ~~reported~~Heat onMerger ~~Bloomberg L.P. under the function “VWAP” (or~~Sub, ~~if not reported therein~~LLC, ina ~~another~~Delaware ~~authoritative~~limited ~~source~~liability ~~mutually~~company ~~selected by~~and ~~the~~wholly-owned ~~parties)~~subsidiary ~~for the ten consecutive trading days on which shares~~ of Jefferies ~~Common Stock are traded on the NYSE~~ (“~~Trading~~Merger ~~Days~~Sub”). ~~ending~~Pursuant ~~on (and including) the Trading Day that is three Trading Days prior~~ to the ~~date~~Original ~~of the special meeting of HomeFed Stockholders in connection with the~~ Merger ~~(the “Average Jefferies Stock Price”)~~Agreement, ~~is greater than $21.00, then the Exchange Ratio~~ HomeFed will be ~~decreased~~merged towith ~~equal~~and ~~the~~into ~~quotient~~Merger ~~(rounded~~Sub ~~to the nearest 0.0001) obtained by dividing~~ (~~i) $42.00 by (ii)~~ the ~~Average Jefferies Stock Price (the~~ “~~Exchange Ratio~~Merger”). ~~In the event that neither an election for Stock Consideration nor Cash Consideration has properly been made~~ with ~~respect~~Merger ~~to shares~~Sub ofsurviving ~~HomeFed Common Stock, then (x) if~~ the ~~Average~~Merger ~~Jefferies Stock Price is greater than $19.00, such shares shall be treated~~ as ifa anwholly-owned ~~election~~subsidiary ~~for~~of ~~Stock~~Jefferies ~~Consideration had been made with respect thereto and~~ (~~y) if~~ the ~~Average Jefferies~~“Surviving ~~Stock Price is less than or equal to $19~~Company”).~~00,~~ ~~such shares shall be treated as if an election for Cash Consideration had been made with respect thereto.~~

On aMay 2, ~~date to be announced~~2019, HomeFed ~~Stockholders~~entered ~~will~~into bean ~~asked~~Amendment No. 1 to ~~vote~~Agreement onand ~~the~~Plan ~~adoption~~ of ~~the~~ Merger ~~Agreement.~~with ~~The~~Jefferies and Merger ~~cannot~~Sub ~~be completed unless HomeFed Stockholders adopt~~ (the ~~Merger Agreement~~ “Amendment”), which ~~requires~~amended ~~the~~certain ~~affirmative~~terms ~~vote~~ of ~~(i)~~ the ~~holders~~Original ofMerger aAgreement ~~majority of the outstanding shares of HomeFed Common Stock entitled~~ to, ~~vote~~among atother ~~the~~things: ~~special meeting and~~ (iii) ~~the~~provide ~~holders~~for ofan aexchange ~~majority~~ratio of ~~the~~ ~~outstanding~~2.0 shares of ~~HomeFed Common Stock entitled to vote at the special meeting not owned, directly or indirectly, by (x)~~ Jefferies orcommon ~~any~~stock offor ~~its~~every ~~affiliates~~share ~~or (y) any director~~ of HomeFed ~~who~~common isstock ~~a director or employee of Jefferies~~(without oradjustments); ~~any Section 16 officer~~ (~~pursuant to Rule 16a-1(f~~ii) ofeliminate the ~~Exchange~~ability ~~Act)~~for ofa HomeFed ~~(such~~stockholder ~~holders,~~to ~~the~~make ~~“Public~~an ~~Stockholders”)~~election atto ~~the~~receive ~~special~~either ~~meeting~~stock ofconsideration ~~HomeFed~~or ~~Stockholders~~cash inconsideration; ~~connection with~~and ~~the Merger~~ (~~collectively,~~iii) make ~~the~~certain ~~“Requisite~~other ~~Stockholder~~related ~~Approvals”)~~amendments.

The ~~Merger~~foregoing ~~Agreement~~summary ~~provides~~of ~~that,~~the ~~subject~~Amendment todoes ~~certain~~not ~~exceptions with~~purport ~~respect~~ to ~~unsolicited~~be ~~proposals,~~complete ~~HomeFed will not,~~ and ~~will~~is ~~cause~~subject ~~its and the HomeFed subsidiaries’ directors, officers and employees not~~ to, and ~~will~~qualified ~~instruct~~in its ~~representatives~~entirety ~~not to~~by, ~~directly~~the orfull ~~indirectly,~~text ~~solicit~~of ~~acquisition proposals~~the ~~or participate in any discussions concerning~~Amendment, which oris ~~provide~~attached ~~non-public~~to ~~information~~this ~~concerning~~report ~~HomeFed~~as orExhibit ~~any~~2.1 ofand ~~its~~is ~~subsidiaries~~incorporated inherein ~~connection~~by ~~with any acquisition proposal~~reference. ~~However,~~The ~~prior~~Amendment tohas ~~the receipt~~been ofattached ~~the~~as ~~Requisite~~an ~~Stockholder~~exhibit ~~Approvals,~~to ~~the~~this ~~board~~report ofto ~~directors~~provide ofinvestors ~~HomeFed~~and ~~(the~~security ~~“HomeFed~~holders ~~Board”),~~with ~~upon~~information ~~recommendation~~regarding ofits ~~the~~terms. ~~special~~It ~~committee~~is ~~of independent and disinterested directors of HomeFed who are~~ not ~~affiliated with~~intended ~~Jefferies~~to ~~(the~~provide ~~“Special~~any ~~Committee”)~~other ~~may,~~factual ~~subject~~information toabout ~~certain conditions~~Jefferies, ~~change~~HomeFed ~~its~~or ~~recommendation in favor of approval of the~~ Merger ~~Agreement~~Sub, ifor ~~and~~to ~~only~~modify ~~if,~~or insupplement ~~connection~~any ~~with~~factual ~~the~~disclosures ~~receipt~~about ofJefferies ~~a superior proposal~~ or ~~occurrence~~HomeFed ~~of an intervening event, it determines~~ in ~~good~~their ~~faith~~public ~~after~~reports ~~consultation~~filed with ~~its~~the ~~financial~~SEC. ~~advisor and outside legal counsel, that failure to make such change in~~

~~-2-~~Item 9.01. Financial Statements and Exhibits

(d) ~~recommendation~~The ~~would~~following beexhibits ~~inconsistent~~are ~~with~~filed ~~the~~as ~~directors’~~part ~~fiduciary~~of ~~duties~~this toreport: ~~the Public Stockholders, under applicable law.~~

The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including: (i) receipt of the Requisite Stockholder Approvals (which condition is not waivable), (ii) receipt of approval for listing on the NYSE of shares of Jefferies Common Stock issuable as Merger Consideration pursuant to the Merger Agreement and Jefferies Common Stock to be issued under Jeffries’ equity awards pursuant to the Merger Agreement, (iii) the absence of any applicable law or order that prohibits completion of the Merger, (iv) the registration statement on Form S-4 (the “Form S-4”) filed by Jefferies, being declared effective by the Securities and Exchange Commission (the “SEC”), (v) receipt by Jefferies of a written tax opinion from Weil, Gotshal & Manges LLP, that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, (vi) performance in all material respects of the obligations required to be performed by the other party pursuant to the Merger Agreement at or prior to the completion of the Merger and (vii) the accuracy of certain representations and warranties made in the Merger Agreement by the other party, subject to certain materiality qualifications.


Exhibit Number		Description

2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of May 2, 2019, by and among HomeFed Corporation, Jefferies Financial Group Inc. and Heat Merger Sub, LLC

~~The~~Important ~~Merger~~Additional ~~Agreement~~Information ~~also contains customary pre-closing covenants, including the obligation of HomeFed~~ and ~~each~~Where ~~of its subsidiaries~~ to ~~conduct~~Find ~~its~~It businesses in the ordinary course in a manner consistent with past practice and to refrain from taking specified actions without the consent of Jefferies. None of the representations and warranties in the Merger Agreement survives the Effective Time contemplated by the Merger Agreement.

~~The~~This communication is being made in respect of the proposed transaction contemplated by the Original Merger Agreement, ~~contains~~as ~~customary~~amended ~~termination~~by ~~rights~~the ~~for~~Amendment. ~~both~~This communication may be deemed to be solicitation material in respect of the proposed transaction involving Jefferies and HomeFed. In connection with the proposed transaction, Jefferies will file a Registration Statement on Form S-4 with the SEC, which will include a proxy statement of HomeFed and a prospectus of Jefferies with respect to the issuance of Jefferies Common Stock. A definitive proxy statement/prospectus will also be sent to HomeFed stockholders seeking any required stockholder approval. Before making any voting or investment decision, ~~subject~~investors and HomeFed stockholders are urged to ~~certain~~carefully ~~conditions~~read the entire registration statement and proxy statement/prospectus when they become available, ~~including~~and ~~(i)~~ any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the merger and other transactions contemplated by ~~mutual~~the Original ~~written~~Merger Agreement, as amended by the Amendment. Investors and HomeFed stockholders will be able to obtain free copies of the registration statement and proxy statement/prospectus and the other documents filed with the SEC by Jefferies ~~consent~~and HomeFed through the web site maintained by the SEC at www.sec.gov. In addition, ~~(ii) failure~~investors and HomeFed stockholders will be able to ~~complete~~obtain free copies of the ~~Merger~~registration statement and proxy statement/prospectus by ~~October 12~~phone, ~~2019~~e-mail or ~~(iii) if~~written request by contacting the ~~HomeFed~~investor ~~Requisite~~relations ~~Stockholder~~department ~~Approvals~~of ~~are~~Jefferies ~~not~~at ~~obtained.~~the following:

~~Following~~Jefferies ~~the~~Financial ~~Merger,~~Group shares of HomeFed Common Stock will no longer be quoted on the OTCQB Marketplace, there will be no public market for shares HomeFed Common Stock, and registration of shares HomeFed Common Stock under the Securities Exchange Act of 1934 will be terminatedInc.

~~The~~Attention: ~~foregoing~~Investor ~~summary~~Relations of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached to this report as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Jefferies, HomeFed or Merger Sub, or to modify or supplement any factual disclosures about Jefferies or HomeFed in their public reports filed with the SEC. The Merger Agreement includes representations, warranties and covenants of Jefferies, HomeFed and Merger Sub made solely for the purposes of the Merger Agreement and which may be subject to important qualifications and limitations agreed to by Jefferies, HomeFed and Merger Sub in connection with the negotiated terms of the Merger Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to Jefferies’ or HomeFed’s SEC filings or may have been used for purposes of allocating risk among Jefferies, HomeFed and Merger Sub rather than establishing matters as facts.

~~Additional~~520 ~~Agreements~~Madison Avenue

InNew ~~addition~~York, ~~concurrently with the~~New ~~execution~~York of10022 the Merger Agreement, Jefferies entered into a voting agreement with HomeFed (the “Voting Agreement”). Jefferies is the beneficial owner of 10,852,123 shares of HomeFed Common Stock (the “Covered Shares”), which represents approximately 70% of the outstanding shares of HomeFed Common Stock. The Voting Agreement provides that Jefferies will vote all of the Covered Shares in favor of the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, on the terms and subject to the conditions set forth in the Voting Agreement. The Voting Agreement will terminate automatically upon the earliest to occur of (i) the Effective Time, (ii) the valid termination of the Merger Agreement, (iii) a change in recommendation by the HomeFed Board or the Special Committee or (iv) the date on which the parties agree in writing to terminate the voting agreement.

212-3460-1900

The foregoing summary of the Voting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Voting Agreement, which is attached to this report as Exhibit 99www.1jefferies.com

In-2- addition, concurrently with the execution of the Merger Agreement and the Voting Agreement, HomeFed entered into a Waiver and Amendment No. 1 to the Stockholders Agreement (the “Waiver and Amendment Agreement”) to amend certain terms of the stockholders agreement between HomeFed and Jefferies, dated as of March 28, 2014.

~~The~~Participants ~~Waiver and Amendment Agreement, among other things, allows Jefferies to vote the shares of HomeFed common stock owned by Jefferies~~ in ~~favor of adopting~~ the ~~Merger~~Solicitation ~~Agreement.~~

~~The~~HomeFed ~~foregoing~~and ~~summary~~its directors, executive officers and employees may be considered participants in the solicitation of proxies in respect of the ~~Waiver~~proposed transaction ~~and~~contemplated ~~Amendment~~by the Original Merger Agreement, ~~does~~as ~~not~~amended ~~purport~~by tothe Amendment. Information regarding the persons who may, under the rules of the SEC, be ~~complete~~deemed ~~and~~participants isin ~~subject~~the solicitation of the stockholders of HomeFed in connection towith the proposed transaction, ~~and~~including ~~qualified~~a indescription ~~its~~of ~~entirety~~their direct or indirect interests, by security holdings or otherwise, will be set forth in the ~~full~~final ~~text~~Registration ofStatement on Form S-4 when it is filed with the ~~Waiver~~SEC. Information regarding HomeFed’s directors and ~~Amendment~~executive ~~Agreement~~officers is contained in HomeFed’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which iswas filed ~~attached~~on toMarch 18, ~~this~~2019 ~~report~~with asthe ~~Exhibit~~SEC, 99and its Proxy Statement on Schedule 14A, which was filed on June 28, 2018 with the SEC.2.

~~Recommendation~~Forward-Looking ofStatements ~~the Special Committee~~

~~The~~Statements ~~HomeFed~~contained in this ~~Board~~report ~~formed~~which ~~the~~are ~~Special~~not ~~Committee~~historical tofact constitute “forward-looking statements.” These forward-looking statements include, among ~~other things~~others, ~~evaluate~~statements about the ~~proposed~~benefits of the Merger and the expected timing for closing the Merger. ~~After~~These statements ~~consideration~~are ~~and~~based ~~consultation~~on ~~with~~the ~~its~~current ~~legal~~beliefs and ~~financial~~expectations ~~advisors,~~of the ~~Special~~Company’s ~~Committee~~management ~~has~~and ~~determined~~are ~~that~~subject ~~the~~to ~~Merger~~known and ~~the~~unknown ~~terms~~risks and ~~conditions~~uncertainties. ~~of the~~Factors ~~Merger~~that ~~Agreement~~could cause actual events to differ include, but are ~~fair~~not limited to: (i) the ~~and~~incurrence inof unexpected costs, liabilities or delays relating to the ~~best~~Merger; ~~interest~~(ii) the offailure ~~HomeFed~~to ~~and~~satisfy the ~~Public~~conditions ~~Stockholders,~~to the Merger; and ~~has~~(iii) the ~~determined~~failure to ~~recommend~~obtain ~~that~~ the ~~HomeFed~~requisite ~~Board~~stockholder ~~approve~~approvals under the Original Merger Agreement, as amended by the ~~Merger~~Amendment. ~~and~~Factors ~~all~~that may affect the ~~other~~future ~~transactions~~results ~~contemplated~~of byHomeFed are set forth in its filings with the SEC, including its recent filing on Form 10-K for the fiscal year ~~Merger~~ended ~~Agreement~~December 31, 2018. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the ~~performance~~date byhereof. HomeFed undertakes no obligation to release publicly the result of ~~its~~any ~~obligations~~revisions ~~thereunder~~to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

~~Item~~-3- ~~9.01. Financial Statements and Exhibits~~

~~(d)~~SIGNATURES ~~The following exhibits are filed as part of this report:~~

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated as of April 12, 2019, by and among HomeFed Corporation, Jefferies Financial Group Inc. and Heat Merger Sub, LLC
99.1		Voting Agreement, dated as of April 12, 2019, by and between HomeFed Corporation and Jefferies Financial Group Inc.
99.2		Waiver and Amendment No. 1 to Stockholders Agreement, dated as of April 12, 2019, by and between HomeFed Corporation and Jefferies Financial Group Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Important~~Date: ~~Additional~~May ~~Information~~2, ~~and~~2019 ~~Where to Find It~~

~~This~~HOMEFED ~~communication~~CORPORATION is being made in respect of the proposed transaction contemplated by the Merger Agreement. This communication may be deemed to be solicitation material in respect of the proposed transaction involving Jefferies and HomeFed. In connection with the proposed transaction, Jefferies will file a registration statement on Form S-4 with the SEC, which will include a proxy statement of HomeFed and a prospectus of Jefferies with respect to the issuance of Jefferies Common Stock. A definitive proxy statement/prospectus will also be sent to HomeFed Stockholders seeking any required stockholder approval. Before making any voting or investment decision, investors and HomeFed Stockholders are urged to carefully read the entire registration statement and proxy statements/~~prospectus~~ ~~when~~Christian they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the merger and other transactions contemplated by the merger agreementE. ~~Investors~~Foulger ~~and~~Name: ~~HomeFed Stockholders~~Christian will be able to obtain free copies of the registration statement and proxy statement/prospectus and the other documents filed with the SEC by Jefferies and HomeFed through the web site maintained by the SEC at wwwE.~~sec.gov.~~ InFoulger ~~addition, investors~~Title: ~~and HomeFed Stockholders will be able to obtain free copies of the registration~~ President

-4-

statement and proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of Jefferies at the following:

Jefferies Financial Group Inc. Attention: Investor Relations 520 Madison Avenue New York, New York 10022 212-460-1900 www.jefferies.com

Forward-Looking Statements

Statements contained in this report which are not historical fact constitute “forward-looking statements.” These forward-looking statements include, among others, statements about the benefits of the Merger and the expected timing for closing the Merger. These statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Factors that could cause actual events to differ include, but are not limited to: (i) the incurrence of unexpected costs, liabilities or delays relating to the Merger; (ii) the failure to satisfy the conditions to the Merger; and (iii) the failure to obtain the Requisite Stockholder Approvals. Factors that may affect the future results of HomeFed are set forth in its filings with the SEC, including its recent filing on Form 10-K for the fiscal year ended December 31, 2018. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. HomeFed undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

-5-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 12, 2019

HOMEFED CORPORATION /s/ Christian E. Foulger Name: Christian E. Foulger Title: President

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