FORM OF STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is dated as of May 28, 2010 (this “ Agreement ”), between Ladenburg
Thalmann Financial Services Inc., a Florida corporation (the “ Company ”), and ___________________, a
_______________________ (the “ Purchaser ”).
WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires to purchase from the
Company, shares of the Company’s common stock, par value $.0001 per share (the “ Common Stock ”), on the
terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this
Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties agree as follows:
Purchase and Sale of Common Stock
1.1 Purchase and Sale of the Shares . Subject to the terms and conditions hereof, the Company
hereby agrees to issue and sell to Purchaser, and Purchaser hereby agrees to purchase from the Company,
___________________ shares of Common Stock (the “ Shares ”) at a purchase price of $1.00 per share for an
aggregate purchase price of $_____________ (the “ Purchase Price ”).
1.2 Closing . The closing of the issuance and sale of the Shares (the “ Closing ”) shall take place
at the Company’s offices in Miami, Florida on June 7, 2010, or if later, the date upon which all regulatory
approvals have been obtained. As payment in full for the Shares being purchased at the Closing, Purchaser shall
pay to the Company the Purchase Price by wire transfer.
The Company and Purchaser shall cooperate with each other and use their respective commercially
reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary,
proper or advisable under this Agreement and applicable laws and regulations to