EQUITY DISTRIBUTION AGREEMENT Dated: June 24, 2013Equity Distribution Agreement • June 25th, 2013 • Ladenburg Thalmann Financial Services Inc • Security & commodity brokers, dealers, exchanges & services • 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 Mitsubishi UFJ Securities (USA), Inc. (“Mitsubishi”), as representative of the sales agents listed on Schedule I hereto (the “Sales Agents”), an aggregate of up to 3,000,000 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 June 24, 2013 (the “Articles of Amendment”).
