0000950144-07-009404 Sample Contracts

Contract
Warrant Agreement • October 22nd, 2007 • Ladenburg Thalmann Financial Services Inc • Security & commodity brokers, dealers, exchanges & services • Florida

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY SHARE MAY BE SOLD OR TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM.

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CREDIT AGREEMENT
Credit Agreement • October 22nd, 2007 • Ladenburg Thalmann Financial Services Inc • Security & commodity brokers, dealers, exchanges & services • Florida

THIS CREDIT AGREEMENT (this “Agreement”), dated as of October 19, 2007 (the “Initial Closing Date”), is entered into by and between Ladenburg Thalmann Financial Services Inc., a Florida corporation (“Borrower ”) and Frost Gamma Investments Trust, a Florida trust ( “Frost Gamma”).

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STOCK PURCHASE AGREEMENT among LADENBURG THALMANN FINANCIAL SERVICES INC., THE INVESTACORP COMPANIES, THE VIA COMPANIES and BRUCE ZWIGARD and BRUCE A. ZWIGARD GRANTOR RETAINED ANNUITY TRUST dated June 20, 2007 Dated October 19, 2007
Stock Purchase Agreement • October 22nd, 2007 • Ladenburg Thalmann Financial Services Inc • Security & commodity brokers, dealers, exchanges & services • Florida

This STOCK PURCHASE AGREEMENT (this “Agreement”), is hereby made and entered into effective as of October 19, 2007, by and among LADENBURG THALMANN FINANCIAL SERVICES INC., a Florida corporation (“LTFS”), the INVESTACORP COMPANIES (as hereinafter defined), the VIA COMPANIES (as hereinafter defined), BRUCE A. ZWIGARD (“Zwigard”) and BRUCE A. ZWIGARD GRANTOR RETAINED ANNUITY TRUST, dated June 20, 2007 (the “GRAT,” together with Zwigard, the “Stockholders”).

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PLEDGE AGREEMENT
Pledge Agreement • October 22nd, 2007 • Ladenburg Thalmann Financial Services Inc • Security & commodity brokers, dealers, exchanges & services • Florida

This PLEDGE AGREEMENT, dated as of October 19, 2007 (the “Agreement”), is by and between Ladenburg Thalmann Financial Services Inc., a Florida corporation (the “Pledgor”), and Bruce A. Zwigard (the “Lender”).

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