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.

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

• Contract Type
  Merger Agreement
• 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”).