LADENBURG THALMANN FINANCIAL SERVICES INC. Up to 3,400,000 Shares of 8.00% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: November 21, 2014Equity Distribution Agreement • November 21st, 2014 • Ladenburg Thalmann Financial Services Inc • Security brokers, dealers & flotation companies • New York
Ladenburg Thalmann Financial Services Inc., a corporation organized under the laws of the State of Florida (the “Company”), proposes, subject to the terms and conditions stated in this equity distribution agreement (this “Agreement”), to issue and sell through or to Jefferies LLC (“Jefferies”), as representative of the sales agents listed on Schedule I hereto (the “Sales Agents”), an aggregate of up to 3,400,000 shares of its 8.00% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) (the “Preferred Stock”). The Preferred Stock shall have the rights, powers and preferences set forth in the articles of amendment to the Company’s Articles of Incorporation dated May 21, 2013 relating thereto, as amended and restated on November 21, 2014 (the “Articles of Amendment”).
