0000950123-10-063525 Sample Contracts

VOTING AND EXCHANGE TRUST AGREEMENT

Voting and Exchange Trust Agreement • July 2nd, 2010 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Ontario

• Contract Type
  Voting and Exchange Trust Agreement
• Filed
  July 2nd, 2010
• Company
  Stifel Financial Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  Ontario

THIS VOTING AND EXCHANGE AGREEMENT (the “Agreement”), dated as of January 2, 2008, by and among Thomas Weisel Partners Group, Inc., a Delaware corporation (“Parent”), TWP Acquisition Company (Canada), Inc., a corporation organized under the OBCA (“Canadian Sub”) and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada (hereinafter referred to as “Trustee”).

VOTING AND EXCHANGE TRUST SUPPLEMENT AGREEMENT

Voting and Exchange Trust Supplement Agreement • July 2nd, 2010 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Ontario

• Contract Type
  Voting and Exchange Trust Supplement Agreement
• Filed
  July 2nd, 2010
• Company
  Stifel Financial Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  Ontario

THIS VOTING AND EXCHANGE TRUST SUPPLEMENT AGREEMENT (the “Agreement”), dated as of July 1, 2010, by and among Thomas Weisel Partners Group, Inc., a Delaware corporation (“Old Parent”), TWP Acquisition Company (Canada), Inc., a corporation continued under the Canada Business Corporations Act (“CBCA”) (“Canadian Sub”), Stifel Financial Corp., a Delaware corporation (“New Parent”), and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada (hereinafter referred to as “Trustee”).

AMENDED AND RESTATED SUPPORT AGREEMENT

Support Agreement • July 2nd, 2010 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Ontario

• Contract Type
  Support Agreement
• Filed
  July 2nd, 2010
• Company
  Stifel Financial Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  Ontario

THIS AMENDED AND RESTATED SUPPORT AGREEMENT (this “Agreement”), dated as of July 1, 2010, by and among Stifel Financial Corp., a Delaware corporation (“New Parent”), Thomas Weisel Partners Group, Inc., a Delaware corporation (“Old Parent”), TWP Holdings Company (Canada), ULC, an unlimited liability company organized under the laws of the Province of Nova Scotia and, pursuant to, and as of the effective time of, the Merger (as defined below), a wholly-owned indirect subsidiary of New Parent (“CallRightCo”) and TWP Acquisition Company (Canada), Inc., a corporation continued under the Canada Business Corporations Act and, pursuant to, and as of the effective time of, the Merger, a wholly-owned indirect subsidiary of New Parent (“Canadian Sub”).