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, 2007Agreement and Plan of Merger • January 12th, 2007 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • Delaware
The number of directors constituting the first board is three (3), and the names and addresses of the persons who are to serve as such directors are:
VOTING AGREEMENTVoting Agreement • January 12th, 2007 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of January 8, 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”).
