0000950138-07-000032 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among STIFEL FINANCIAL CORP. SF RB MERGER SUB, INC. RYAN BECK HOLDINGS, INC. and BANKATLANTIC BANCORP, INC. Dated January 8, 2007

Agreement and Plan of Merger • January 12th, 2007 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  January 12th, 2007
• Company
  Stifel Financial Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER is entered into as of this 8th day of January, 2007, by and among Stifel Financial Corp., a Delaware corporation (“Parent”), SF RB Merger Sub, Inc., a New Jersey corporation wholly owned by Parent (“Merger Sub”), Ryan Beck Holdings, Inc., a New Jersey corporation (the “Company”), and BankAtlantic Bancorp, Inc., a Florida corporation (“Bancorp”) (Parent, Merger Sub, the Company and Bancorp being each a “Party” and together the “Parties”). Capitalized terms are defined in Article 1.

VOTING AGREEMENT

Voting Agreement • January 12th, 2007 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware

• Contract Type
  Voting Agreement
• Filed
  January 12th, 2007
• Company
  Stifel Financial Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  Delaware

THIS VOTING AGREEMENT (this “Agreement”), dated as of January 8th, 2007, by and among BankAtlantic Bancorp, a Florida corporation (“Bancorp”), Stifel Financial Corp., a Delaware corporation (“Parent”), and the individual stockholders of the Parent listed on Schedule I attached hereto (each a “Stockholder,” and collectively, the “Stockholders”).