STIFEL FINANCIAL CORP. (a Delaware corporation) 1,700,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • September 29th, 2008 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch, provided that (1) Merrill Lynch receives a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
