STIFEL FINANCIAL
CORP.
Form 8-K Dated August 15, 2008
Exhibit 2.1
AMENDMENT No. 1 TO MERGER AGREEMENT
THIS AMENDMENT
No. 1 TO MERGER AGREEMENT, dated as of the 14 th day of
August, 2008 (this " Amendment "), is by and among Stifel
Financial Corp., a Delaware corporation (" Parent "), and
BankAtlantic Bancorp, Inc., a Florida corporation (" Bancorp
").
RECITALS
A. Parent, Bancorp, SF RB
Merger Sub, Inc., a New Jersey corporation formed by Parent ("
Merger Sub "), and Ryan Beck Holdings, Inc., a New Jersey
corporation (the " Company "), entered into an Agreement and
Plan of Merger (the " Merger Agreement ") dated January 8,
2007. All capitalized terms used herein without definition shall
have the meanings specified in the Merger Agreement.
B. The parties to
the Merger Agreement consummated the Merger on February 28, 2007,
which was the Closing Date under the Merger Agreement.
C. Pursuant to Section 11.3 of
the Merger Agreement, Parent and Bancorp reserved the right to
further amend, modify or supplement the Merger Agreement.
D. Parent and Bancorp
anticipate that Bancorp's pro-rata portion of the Private Client
Contingent Payment Amount in respect of the two-year period
following the Closing Date will exceed $10,000,000.00.
E. Parent and
Bancorp desire to amend the Merger Agreement to provide that Parent
shall pre-pay to Bancorp a portion of Bancorp's pro-rata share of
the Private Client Contingent Payment promptly following the
execution and delivery of this Amendment, in exchange for a
permanent reduction of Bancorp's pro-rata share of the Private
Client Contingent Payment that is otherwise anticipated to become
due and payable to Bancorp after the end of the PCCP Period, with
such pre-payment representing a discount from the amount of such
permanent reduction.
NOW,
THEREFORE, in consideration of the foregoing recitals and the
mutual covenants, conditions, and agreements contained herein, and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be
legally bound, Parent and Bancorp agree as follows:
