EQUITY DISTRIBUTION AGREEMENT Dated: May 22, 2015Equity Distribution Agreement • May 22nd, 2015 • 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 3,000,000 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 May 22, 2015 (the “Articles of Amendment”).
