0000950123-10-037892 Sample Contracts

AGREEMENT AND PLAN OF MERGER dated as of APRIL 25, 2010 among STIFEL FINANCIAL CORP., PTAS, INC. and THOMAS WEISEL PARTNERS GROUP, INC.

Agreement and Plan of Merger • April 26th, 2010 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  April 26th, 2010
• Company
  Stifel Financial Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 25, 2010 (the “Signing Date”) among STIFEL FINANCIAL CORP., a Delaware corporation (“Parent”), PTAS, INC., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Subsidiary”) and THOMAS WEISEL PARTNERS GROUP, INC., a Delaware corporation (the “Company”).

VOTING AGREEMENT

Voting Agreement • April 26th, 2010 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware

• Contract Type
  Voting Agreement
• Filed
  April 26th, 2010
• Company
  Stifel Financial Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  Delaware

THIS VOTING AGREEMENT (this “Agreement”), dated as of April 25, 2010, by and among Stifel Financial Corp., a Delaware corporation (“Parent”), and the individual holder of shares of common stock, par value $0.01 per share (the “Company Common Stock”), of Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), and/or non-voting exchangeable shares (the “Exchangeable Shares”) of TWP Acquisition Company (Canada), Inc., a wholly-owned subsidiary of the Company (“Canadian Sub”), listed on Schedule I attached hereto (the “Stockholder”).