Ladenburg
Thalmann Financial Services Inc.


 


and


 


U.S.
Bank National Association,


 


as
Trustee


 


SECOND
SUPPLEMENTAL INDENTURE


 


Dated
as of May 30, 2018


 


to
the Indenture dated as of November 21, 2017


 


7.00%
Senior Notes due 2028


 




    	 	 	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE
    1	APPLICATION
    OF SECOND SUPPLEMENTAL INDENTURE	1
	 	 	 
	Section
    1.01.	Application
    of Second Supplemental Indenture.	1
	 	 	 
	ARTICLE
    2	DEFINITIONS	2
	 	 	 
	Section
    2.01.	Certain
    Terms Defined in the Indenture.	2
	 	 	 
	Section
    2.02.	Definitions.	2
	 	 	 
	ARTICLE
    3	FORM
    AND TERMS OF THE NOTES	2
	 	 	 
	Section
    3.01.	Form
    and Dating.	2
	 	 	 
	Section
    3.02.	Terms
    of the Notes.	3
	 	 	 
	Section
    3.03.	Optional
    Redemption.	3
	 	 	 
	ARTICLE
    4	CERTAIN
    COVENANTS	4
	 	 	 
	Section
    4.01.	Merger,
    Consolidation or Sale of Assets.	4
	 	 	 
	Section
    4.02.	Reporting.	5
	 	 	 
	Section
    4.03.	Payment
    of Taxes.	5
	 	 	 
	ARTICLE
    5	EVENTS
    OF DEFAULT	5
	 	 	 
	Section
    5.01.	Events
    of Default.	5
	 	 	 
	ARTICLE
    6	MISCELLANEOUS	6
	 	 	 
	Section
    6.01	Action
    By Consent of Holders.	6
	 	 	 
	Section
    6.02.	Trust
    Indenture Act Controls.	7
	 	 	 
	Section
    6.03.	New
    York Law to Govern.	7
	 	 	 
	Section
    6.04.	Counterparts.	7
	 	 	 
	Section
    6.05.	Severability.	7
	 	 	 
	Section
    6.06.	Ratification.	7
	 	 	 
	Section
    6.07.	Effectiveness.	7
	 	 	 
	Section
    6.08.	Trustee
    Makes No Representation.	7
	 	 	 
	EXHIBIT
    A	Form
    of 7.00% Senior Note due 2028	A-1







 




    	 	i	 



    	 



    

 


SECOND
SUPPLEMENTAL INDENTURE


 


SECOND
SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of May 30, 2018, between Ladenburg Thalmann
Financial Services Inc., a Florida corporation (the “Company”), and U.S. Bank National Association, as trustee (the
“Trustee”).


 


RECITALS
OF THE COMPANY


 


WHEREAS,
the Company and the Trustee executed and delivered an Indenture, dated as of November 21, 2017 (the “Base Indenture”),
as supplemented by the First Supplemental Indenture, dated as of November 21, 2017, as further supplemented by this Second Supplemental
Indenture (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture,”
for purposes of this Second Supplemental Indenture), to provide for the issuance by the Company from time to time of Securities
to be issued in one or more series as provided in the Indenture;


 


WHEREAS,
Section 9.1 of the Base Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental
to the Base Indenture, without the consent of any Holders of Securities, to establish the form of any Security, as permitted by
Section 2.2 of the Base Indenture, and to provide for the issuance of the Notes (as defined below), as permitted by Section 2.1
of the Base Indenture, and to set forth the terms thereof;


 


WHEREAS,
the Company desires to execute this Second Supplemental Indenture, pursuant to Section 2.1 of the Base Indenture, to establish
the form and, pursuant to Section 2.2 of the Base Indenture, to provide for the issuance, of a series of its senior notes designated
as its 7.00% Senior Notes due 2028 (the “Notes”), in an initial aggregate principal amount of up to $46,000,000. The
Notes are a series of securities as referred to in Section 2.2 of the Base Indenture;


 


WHEREAS,
the Company has requested that the Trustee execute and deliver this Second Supplemental Indenture;


 


WHEREAS,
all things necessary have been done by the Company to make this Second Supplemental Indenture, when executed and delivered
by the Company, a valid supplement to the Indenture; and


 


WHEREAS,
all things necessary have been done by the Company to make the Notes, when executed by the Company and authenticated and delivered
in accordance with the provisions of the Indenture, the valid obligations of the Company.


 


NOW,
THEREFORE, in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company
and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time
of the Notes as follows:


 


ARTICLE
1


APPLICATION
OF SECOND SUPPLEMENTAL INDENTURE


 


Section
1.01. Application of Second Supplemental Indenture.


 


Notwithstanding
any other provision of this Second Supplemental Indenture, all provisions of this Second Supplemental Indenture are expressly
and solely for the benefit of the Holders of the Notes, and any such provisions shall not be deemed to apply to any other securities
issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other
than with respect to the Notes. Unless otherwise expressly specified, references in this Second Supplemental Indenture to specific
Article numbers or Section numbers refer to Articles and Sections contained in this Second Supplemental Indenture as they amend
or supplement the Base Indenture, and not the Base Indenture or any other document. All Initial Notes and Additional Notes, if
any, shall be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers
to purchase. To the extent that the provisions of this Second Supplemental Indenture conflict with any provision of the Base Indenture,
the provisions of this Second Supplemental Indenture shall govern and be controlling, but solely with respect to the Notes.


 




    	 	1	 



    	 



    

 


ARTICLE
2


DEFINITIONS


 


Section
2.01. Certain Terms Defined in the Indenture.


 


For
purposes of this Second Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Base Indenture, as amended hereby.


 


Section
2.02. Definitions. (a) For the benefit of the Holders of the Notes, the following terms shall have the meanings set forth
in this Section 2.02:


 


“Additional
Notes” has the meaning specified in Section 3.02(b) of this Second Supplemental Indenture.


 


“Depositary”
has the meaning specified in Section 3.01(c) of this Second Supplemental Indenture.


 


“Global
Notes” means the Notes in the form of Global Securities issued to the Depositary or its nominee, substantially in the form
of Exhibit A.


 


“Initial
Notes” has the meaning specified in Section 3.02(b) of this Second Supplemental Indenture.


 


“Notes”
has the meaning specified in the recitals of this Second Supplemental Indenture.


 


“person”
has the meaning given thereto in Section 13(d)(3) of the Exchange Act.


 


ARTICLE
3


FORM
AND TERMS OF THE NOTES


 


Section
3.01. Form and Dating.


 


a)
Form of Notes. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit
A attached hereto. Notwithstanding anything in the Base Indenture to the contrary, the Notes shall be executed on behalf of the
Company by an Officer of the Company. The Notes may have notations, legends or endorsements required by law, stock exchange rules
or usage. Each Note shall be dated the date of its authentication. The Notes and any beneficial interest in the Notes shall be
in minimum denominations of $25 and integral multiples of $25 in excess thereof.


 


b)
Incorporation of Notes. The terms and notations contained in the Notes shall constitute, and are hereby expressly made,
a part of the Indenture, and the Company and the Trustee, by their execution and delivery of this Second Supplemental Indenture,
expressly agree to such terms and provisions and to be bound thereby.


 


c)
Global Notes. The Notes shall be issued initially in the form of fully registered Global Securities, which shall be deposited
on behalf of the purchasers of the Notes represented thereby with The Depository Trust Company, New York, New York (the “Depositary”),
and registered in the name of Cede & Co., the Depositary’s nominee, duly executed by the Company and authenticated by
the Trustee.


 


d)
Book-Entry Provisions. This Section 3.01(d) shall apply only to the Global Notes deposited with or on behalf of the Depositary.
The Company shall execute and the Trustee shall, in accordance with this Section 3.01(d), authenticate and deliver the Global
Notes that shall be registered in the name of the Depositary or the nominee of the Depositary and shall be delivered by the Trustee
to the Depositary or pursuant to the Depositary’s instructions.


 


e)
Registrar, Paying Agent and Notice Agent. The Company initially appoints the Trustee as Registrar where Notes may be surrendered
for registration of transfer or exchange, Paying Agent for the payment of the principal of (and premium, if any) and interest
on the Notes, and Notice Agent where notices and demands to or upon the Company in respect of the Notes and the Indenture may
be delivered. The office of the Trustee at U.S. Bank National Association, 200 South Biscayne Blvd., Suite 1870, Miami, Florida
33131, is hereby designated as the location for the Registrar, Paying Agent and Notice Agent.


 




    	 	2	 



    	 



    

 


Section
3.02. Terms of the Notes. The following terms relating to the Notes are hereby established:


 


a)
Title. The Notes shall constitute a series of Securities having the title “7.00% Senior Notes due 2028.”


 


b)
Principal Amount. The aggregate principal amount of the Notes that may be initially authenticated and delivered under the
Indenture (the “Initial Notes”) shall be up to $46,000,000 (except for Notes authenticated and delivered upon registration
of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.8, 2.11, 2.12, 2.14.2, 3.6 or 9.6 of the
Base Indenture). The Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any
such case “Additional Notes”) having the same ranking and the same interest rate, Maturity and other terms as the
Initial Notes. Any Additional Notes and the Initial Notes shall constitute a single series under the Indenture and all references
to the Notes shall include the Initial Notes and any Additional Notes unless the context otherwise requires.


 


c)
Maturity Date. The entire outstanding principal amount of the Notes shall be payable on May 31, 2028.


 


d)
Interest Rate. The rate at which the Notes shall bear interest shall be 7.00% per annum; the date from which interest shall
accrue on the Notes shall be May 30, 2018, or the most recent Interest Payment Date to which interest has been paid or provided
for; the Interest Payment Dates for the Notes shall be March 31, June 30, September 30 and December 31 of each year, beginning
June 30, 2018; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid,
in immediately available funds, to the Persons in whose names the Notes (or predecessor Notes) are registered (which shall initially
be the Depositary) at the close of business on the Regular Record Date for such interest, which shall be the March 15, June 15,
September 15 or December 15 (whether or not a Business Day), as the case may be, preceding such Interest Payment Date. Interest
shall be computed on the basis of a 360-day year comprised of twelve 30-day months. For so long as the Notes are represented in
global form by one or more Global Securities, all payments of principal (and premium, if any) and interest shall be made by wire
transfer of immediately available funds to the Depositary or its nominee, as the case may be, as the registered owner of the Global
Security representing such Notes. In the event that definitive Notes shall have been issued, all payments of principal (and premium,
if any) and interest shall be made by wire transfer of immediately available funds to the accounts of the registered Holders thereof;
provided, that the Company may elect to make such payments at the office of the Paying Agent in The City of Miami, Florida; and
provided further, that the Company may at its option pay interest by check to the registered address of each Holder of a definitive
Note.


 


e)
Currency. The currency of denomination of the Notes is United States Dollars. Payment of principal of and interest and
premium, if any, on the Notes shall be made in United States Dollars.


 


f)
Sinking Fund. The Notes are not subject to any sinking fund.


 


g)
Additional Interest. At the Company’s election, the sole remedy with respect to an Event of Default due to a failure
to comply with reporting requirements under the Trust Indenture Act or under Section 4.02 below, for the first 180 calendar days
after the occurrence of such Event of Default, consists exclusively of the right to receive additional interest on the Notes at
an annual rate equal to (1) 0.25% for the first 90 calendar days after such default and (2) 0.50% for calendar days 91 through
180 after such default. On the 181st day after such Event of Default, if such violation is not cured or waived, the Trustee or
the Holders of not less than 25% of the outstanding principal amount of the Notes may declare the principal, together with accrued
and unpaid interest, if any, on the Notes to be due and payable immediately. If the Company chooses to pay such additional interest,
the Company must notify the Trustee and the Holders of the Notes by an Officer’s Certificate with the Company’s election
at any time on or before the close of business on the first business day following the Event of Default.


 


Section
3.03. Optional Redemption.


 


a)
The provisions of Article 3 of the Base Indenture, as amended and supplemented by the provisions of this Second Supplemental Indenture,
shall apply with respect to the Notes.


 




    	 	3	 



    	 



    

 


b)
The Notes shall be redeemable as a whole or in part at any time and from time to time on or after May 31, 2021 at the Company’s
option, upon notice not fewer than 30 days and not more than 60 days prior to the date fixed for redemption to each Holder of
Notes to be redeemed, at a redemption price equal to the principal amount plus any unpaid interest payable thereon accrued to,
but excluding, the date fixed for redemption.


 


c)
If less than all of the Notes are to be redeemed, the particular Notes to be redeemed will be selected not more than 45 days prior
to the redemption date by the Trustee from the outstanding Notes not previously called for redemption, by lot, or in the Trustee’s
discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized
denomination (which will not be less than the minimum authorized denomination) for such Notes. The Trustee will promptly notify
us in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal
amount thereof to be redeemed.


 


d)
Unless the Company defaults on the payment of the redemption price, on and after the date of redemption, interest will cease to
accrue on the Notes called for redemption.


 


ARTICLE
4


CERTAIN
COVENANTS


 


The
following covenants shall be applicable to the Company solely with respect to the Notes for so long as any of the Notes are outstanding.
Nothing in this Article will, however, affect the Company’s rights or obligations under any other provision of the Indenture.


 


Section
4.01. Merger, Consolidation or Sale of Assets.


 


Section
5.1 of the Base Indenture is hereby deleted in its entirety and replaced with the following:


 


“Section
5.1 When the Company May Merge, Etc.


 


The
Company shall not merge or consolidate with or into any other person or sell, transfer, lease, convey or otherwise dispose of
all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured
debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition,
but the foreclosure on any such pledge shall be such a sale, transfer, lease, conveyance or disposition) in one transaction or
series of related transactions unless:


 


	 	(a)
    	the
    Company shall be the surviving person or the surviving person (if other than the Company) formed by such merger or consolidation
    or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company
    organized and existing under the laws of the United States of America, any state thereof or the District of Columbia;
	 	 	 
	 	(b)	the
    surviving person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory
    to the Trustee, executed and delivered to the Trustee by such surviving person, the due and punctual payment of the principal
    of, and premium, if any, and interest on, all the Notes outstanding, and the due and punctual performance and observance of
    all the covenants and conditions of the Indenture to be performed by the Company;
	 	 	 
	 	(c)	immediately
    before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default
    shall have occurred and be continuing; and
	 	 	 
	 	(d)	in
    the case of such a transaction or series of related transactions where the surviving person is other than the Company, the
    Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel,
    each stating that such transaction or series of related transactions and the supplemental indenture, if any, in respect thereto
    comply with this Section 4.01 and that all conditions precedent in the Indenture relating to such transaction or series of
    related transactions have been complied with.


 




    	 	4	 



    	 



    

 


Notwithstanding
the above, any Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties to the Company.
Neither an Officer’s Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith.”


 


Section
4.02. Reporting.


 


If,
at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any
periodic reports with the Securities and Exchange Commission, the Company agrees to furnish to Holders and Trustee, for the period
of time during which the Notes are outstanding, its audited annual consolidated financial statements, within 90 days of its fiscal
year end, and unaudited interim consolidated financial statements, within 45 days of its fiscal quarter end (other than our fourth
fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with Generally Accepted
Accounting Principles, as applicable.


 


Section
4.03. Payment of Taxes.


 


The
Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments
and governmental charges levied or imposed upon the Company or upon the income, profits or property of the Company, except where
the failure to do so would not be reasonably expected to have a material adverse effect on the business, assets, financial condition
or results of operations of the Company; provided, however, that the Company shall not be required to pay or discharge or cause
to be paid or discharged any such tax, assessment or charge whose amount, applicability or validity is being contested in good
faith by appropriate proceedings.


 


ARTICLE
5


EVENTS
OF DEFAULT


 


Section
5.01. Events of Default.


 


Section
6.1 of the Base Indenture is hereby deleted in its entirety and replaced with the following:


 


“Section
6.1 Events of Default.


 


“Event
of Default,” wherever used herein with respect to the Notes means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(a)
default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period
of 30 days;


 


(b)
default in the payment of the principal of any Note when due and payable;


 


(c)
default in the performance, or breach, of any covenant of the Company in this Indenture with respect to the Notes, and continuance
of such default or breach for a period of 60 days after there has been sent to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the Notes, a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;


 


(d)
the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial
part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or


 




    	 	5	 



    	 



    

 


(e)
the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any
applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial
part of its property, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company
in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in
furtherance of any such action.


 


The
term “Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law for the relief of debtors.
The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.


 


The
Company will, so long as any of the Notes are outstanding, deliver to the Trustee, within 30 days of becoming aware of any Default
or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.


 


Subject
to the provisions of this Section 6.1, the Trustee shall not be deemed to have knowledge of an Event of Default hereunder (except
for those described in paragraphs (a) and (b) above if the Trustee is then the Paying Agent) unless a Responsible Officer of the
Trustee shall have actual knowledge thereof or shall have received written notice thereof and such notice references the Notes
and this Indenture.”


 


ARTICLE
6


MISCELLANEOUS


 


Section
6.01. Action By Consent of the Holders. In addition to the provisions of Sections 2.9 and 9.5 of the Base Indenture, the
following provisions shall apply with respect to the Notes:


 


The
amount of Notes deemed to be outstanding for the purpose of determining the holders entitled to give their consent or take any
other action described in the Indenture or required or permitted to be taken pursuant to the Indenture will include all Notes
authenticated and delivered under the Indenture as of the date of determination, except:


 





	 	a)	Notes
    cancelled by the trustee or delivered to the Trustee for cancellation;
	 	 	 
	 	b)	Notes
    for which the Company has deposited with the Trustee or Paying Agent or set aside in trust money for their payment or redemption
    and, if money has been set aside for the redemption of the Notes, notice of such redemption has been duly given pursuant to
    the Indenture to the satisfaction of the Trustee;
	 	 	 
	 	c)	Notes
    held by the Company, its subsidiaries or any other entity which is an obligor under the Notes, unless such Notes have been
    pledged in good faith and the pledgee is not the Company, an affiliate of the Company or an obligor under the Notes; and
	 	 	 
	 	d)	Notes
    which have been paid or exchanged for other Notes due to the loss, destruction or mutilation of such Notes, with the exception
    of any such Notes held by bona fide purchasers who have presented proof to the Trustee that such Notes are valid obligations
    of the Company.


 




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The
Company will be entitled, but is not obligated, to set any day as a record date for the purpose of determining the holders of
the Notes that are entitled to give their consent or take other action under the Indenture, and the trustee will be entitled to
set any day as a record date for the purpose of determining the holders of the Notes that are entitled to join in the giving or
making of any Notice of Default, any declaration of acceleration of maturity of the Notes, any request to institute proceedings
or the reversal of such declaration. If the Company or the trustee sets a record date for a consent or other action to be taken
by the holders of the Notes, that consent or action can only be taken by persons who are holders of the Notes on the record date
and, unless otherwise specified, such consent or action must take place on or prior to the 180th day after the record
date. The Company may change the record date at its option, and the Company will provide written notice to the trustee and to
each holder of the Notes of any such change of record date.


 


Section
6.02 Trust Indenture Act Controls.


 


If
any provision of this Second Supplemental Indenture limits, qualifies or conflicts with another provision which is required to
be included in this Second Supplemental Indenture by the Trust Indenture Act, the required provision shall control. If any provision
of this Second Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the latter provision shall be deemed to apply to this Second Supplemental Indenture as so modified or to be excluded,
as the case may be.


 


Section
6.03. New York Law to Govern.


 


This
Second Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New
York.


 


Section
6.04. Counterparts.


 


This
Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this
Second Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective
execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original
Second Supplemental Indenture and signature pages for all purposes.


 


Section
6.05. Severability. If any provision of this Second Supplemental Indenture or the Notes shall be held to be illegal or
unenforceable under applicable law, then the remaining provisions hereof shall be construed as though such invalid, illegal or
unenforceable provision were not contained therein.


 


Section
6.06. Ratification.


 


The
Base Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed.
The Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Second Supplemental
Indenture supersede any conflicting provisions included in the Base Indenture unless not permitted by law. The Trustee accepts
the trusts created by the Indenture, and agrees to perform the same upon the terms and conditions of the Indenture.


 


Section
6.07. Effectiveness.


 


The
provisions of this Second Supplemental Indenture shall become effective as of the date hereof.


 


Section
6.08. Trustee Makes No Representation.


 


The
recitals contained herein are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture. All rights,
protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated
herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee in each of its
capacities hereunder, and each agent, custodian and other Person employed to act under this Second Supplemental Indenture.


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above
written.


 


	 	LADENBURG
    THALMANN FINANCIAL SERVICES INC.
	 	 
	 	By:	/s/ Joseph
    Giovanniello, Jr.
	 	Name:	 Joseph Giovanniello, Jr.
	 	Title:	 Senior Vice President-Corporate and Regulatory Affairs


 


	 	U.S.
    Bank National Association, as Trustee
	 	 
	 	By:	/s/  Michael
    C. Daly 
	 	Name:	Michael C. Daly
	 	Title:	 Vice President


 


[Signature
Page to Supplemental Indenture]


 




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EXHIBIT
A


 


THIS
NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
(AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME
OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


All
terms used in this Note which are defined in the Indenture (as defined herein) shall have the meanings assigned to them in the
Indenture.


 


LADENBURG
THALMANN FINANCIAL SERVICES INC.


 


7.00%
Senior Note due 2028


($25.00
Par Value Per Note)


 


	No.
    [●]	Principal
    Amount
	CUSIP
    No. 50575Q 110	$[●]


 


Ladenburg
Thalmann Financial Services Inc., a Florida corporation (hereinafter called the “Company”, which term includes any
successor person under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of [●] (U.S. $[●]) on May 31, 2028 and to pay interest thereon from May 30, 2018 or from
the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on March 31, June 30, September
30 and December 31 in each year (each an “Interest Payment Date”), beginning June 30, 2018 at the rate of 7.00% per
annum, until the principal hereof is paid or duly made available for payment. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date shall, as provided in such Indenture, be paid to the person in whose name this Note
is registered at the close of business on the regular record date for such interest, which shall be the March 15, June 15, September
15 or December 15 (whether or not a Business Day), as the case may be, preceding such Interest Payment Date. Any such interest
which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable
to the Holder hereof on the relevant regular record date by virtue of having been such Holder, and may be paid to the person in
whose name this Note is registered at the close of business on a special record date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes and the Trustee not less than 10 days prior
to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.


 




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Payment
of the principal of and the interest on this Note shall be made at the designated office of the Trustee at U.S. Bank National
Association, 200 South Biscayne Blvd., Suite 1870, Miami, Florida 33131, in such currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts; provided, however, for so long as the Notes are represented
in global form by one or more Global Securities, all payments of principal and interest shall be made by wire transfer of immediately
available funds to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security representing
such Notes. In the event that definitive Notes shall have been issued, all payments of principal and interest shall be made by
wire transfer of immediately available funds to the accounts of the registered Holders thereof; provided, that the Company may
at its option pay interest by check to the registered address of each Holder of a definitive Note.


 


This
Note is one of the duly authorized series of Securities of the Company, designated as the Company’s “7.00% Senior
Notes due 2028,” initially limited to an aggregate principal amount of up to $46,000,000, all issued or to be issued under
and pursuant to an Indenture, dated as of November 21, 2017 (the “Base Indenture”), between the Company and U.S. Bank
National Association, as trustee (hereinafter referred to as the “Trustee”), as supplemented by the First Supplemental
Indenture thereto, dated as of November 21, 2017, as further supplemented by the Second Supplemental Indenture thereto, dated
as of May 30, 2018 (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture,”
for purposes of this Note). Reference is hereby made to the Indenture for a description of the respective rights, limitation of
rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes.


 


The
Company may redeem the Notes as a whole or in part, at any time and from time to time on or after May 31, 2021 at the Company’s
option, upon notice sent not fewer than 30 days and not more than 60 days prior to the date fixed for redemption to each Holder
of Notes to be redeemed, at a redemption price equal to the principal amount plus any unpaid interest payable thereon accrued
to, but excluding, the date fixed for redemption.


 


If
less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected not more than 45 days prior to the redemption
date by the Trustee from the outstanding Notes not previously called for redemption, by lot, or in the Trustee’s discretion,
on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination
(which will not be less than the minimum authorized denomination) for such Notes. The Trustee will promptly notify the Company
in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount
thereof to be redeemed.


 


The
Notes are not subject to any sinking fund.


 


If
an Event of Default with respect to the Notes shall occur and be continuing, the principal amount of and accrued and unpaid interest
on, if any, the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities
at the time outstanding of each series affected thereby. The Indenture also permits certain amendments thereof by the Company
and the Trustee, without the consent of any of the Holders. The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of any series at the time outstanding, on behalf of the Holders of
all Securities of such series, to waive certain past defaults under the Indenture and their consequences, and compliance by the
Company with any provision of the Indenture or the Notes, subject to certain exceptions set forth in the Indenture. Any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.


 


No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the right of the Holder
of this Note, which is absolute and unconditional, to receive payment of the principal of and interest on this Note at the times
herein and in the Indenture prescribed and to institute suit for the enforcement of any such payment unless the Holder of this
Note shall have consented to the impairment of such right.


 




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As
provided in the Indenture and subject to certain limitations set forth therein, the transfer or exchange of this Note may be registered
upon surrender of this Note for registration of transfer or exchange at the trust office of the Trustee, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder
hereof or by his, her or its attorney, duly authorized in writing, and thereupon one or more new Notes of this series and of any
authorized denominations and of a like aggregate principal amount and tenor, shall be issued to the designated transferee or transferees.
Notwithstanding the foregoing, any Global Notes shall be exchangeable for Notes registered in the names of Holders other than
the Depositary for such Notes or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Notes or if at any time such Depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended (“Exchange Act”), and, in either case, the Company fails to appoint
a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event or (ii) the Company
executes and delivers to the Trustee an Officer’s Certificate to the effect that such Global Notes shall be so exchangeable.


 


The
Notes are issuable only in registered form without coupons in minimum denominations of $25 and integral multiples of $25 in excess
thereof. Subject to certain limitations therein set forth in the Indenture and in this Note, the Notes are exchangeable for a
like aggregate principal amount of Notes of this series in different authorized denominations, as requested by the Holders surrendering
the same.


 


No
service charge shall be made for any such registration of transfer or for exchange of this Note, but the Company or the Trustee
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of a Note, other than in certain cases provided in the Indenture.


 


Prior
to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


The
Indenture contains provisions whereby (i) the Company may be discharged from its obligations with respect to the Notes (subject
to certain exceptions) or (ii) the Company may be released from its obligations under specified covenants and agreements in the
Indenture, in each case if the Company irrevocably deposits with the Trustee money and/or U.S. Government Obligations sufficient
to pay and discharge the entire indebtedness on all Notes of this series, and satisfies certain other conditions, all as more
fully provided in the Indenture.


 


This
Note shall be governed by and construed in accordance with the laws of the State of New York.


 


Unless
the certificate of authentication hereon has been executed by or on behalf of the Trustee under the Indenture by the manual signature
of one of its authorized signatories, this Note shall not be entitled to any benefits under the Indenture or be valid or obligatory
for any purpose.


 


[Remainder
of page intentionally left blank.]


 




    	 	A-3	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


 


Dated:
[●]


 


	 	LADENBURG
    THALMANN FINANCIAL SERVICES INC.
	 	 
	 	By:	 
	 	Name:	              
	 	Title:	

        



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This
is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


 


Dated:
[●]


 


	 	U.S.
    BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 	 	Authorized
    Signatory


 


[Signature
Page to Global Note]


 




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ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations.


 


	TEN
    COM - as tenants	UNIF
    GIFT MIN ACT - . . .Custodian
	in
    common	(Cust)
    (Minor)
	TEN
    ENT - as tenants by	Under
    Uniform Gifts to
	the
    entireties	Minor
    Act
	JT
    TEN - as joint tenants	 	 
	with
    right of	 
	survivorship
    and	 
	not
    as tenants in	 
	common	 	(State)


 


	Additional
    abbreviations may also be used though not in the above list.
	 
	FOR
    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
	 
	(Please
    insert Assignee’s legal name)
	 
	(Please
    insert Social Security or other identifying number of Assignee)
	 
	 
	 
	(Please
    print or typewrite name and address including postal zip code of Assignee)


 


the
within Note of LADENBURG THALMANN FINANCIAL SERVICES INC. and does hereby irrevocably constitute and appoint attorney to transfer
the said Note on the books of the Company, with full power of substitution in the premises.


 


Dated:


 


	 	Your
    Signature: 	 
	 	 	(Sign
    exactly as your name appears on the
	 	 	face
    of this Note)


 


 


[NOTICE:
The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatever.]


 




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