1 EXHIBIT 2.1 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 7th, 1999 • New Valley Corp • Real estate • New York
EXHIBIT 10.1 SECOND AMENDMENT TO OPERATING AGREEMENTOperating Agreement • August 14th, 2003 • New Valley Corp • Real estate
RECITALSLoan Agreement • November 13th, 2003 • New Valley Corp • Real estate • New York
1 Exhibit 10.1 AMENDED AND RESTATED WESTERN REALTY DEVELOPMENT LLC LIMITED LIABILITY COMPANY AGREEMENT (SECOND RESTATEMENT) AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (SECOND RESTATEMENT) THIS AMENDED AND RESTATED LIMITED LIABILITY...Limited Liability Company Agreement • August 14th, 1998 • New Valley Corp • Non-operating establishments • New York
AGREEMENTAgreement • November 14th, 1995 • New Valley Corp • Functions related to depository banking, nec • New York
GUARANTYGuaranty • January 4th, 2002 • New Valley Corp • Real estate • New York
EXHIBIT 2.1 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 18th, 2003 • New Valley Corp • Real estate • New York
EXHIBIT 4.1 NEW VALLEY CORPORATION (doing business in New Jersey as New Valley Realty Company) LOAN AGREEMENT Dated: December 13, 2002 HSBC REALTY CREDIT CORPORATION (USA), AS LENDER AND AS ADMINISTRATIVE AGENT, AND EACH OF THE LENDERS THAT IS A...Loan Agreement • December 20th, 2002 • New Valley Corp • Real estate • New York
WITNESSETH:Pledge Agreement • January 16th, 2001 • New Valley Corp • Real estate • New York
1 EXHIBIT 4.3 LOAN AND SECURITY AGREEMENT by and between AP CENTURY III, L.P., AP CENTURY IV, L.P., AP CENTURY V, L.P., AP CENTURY VI, L.P.,Loan and Security Agreement • March 25th, 1996 • New Valley Corp • Functions related to depository banking, nec • New York
RECITALSAsset Purchase Agreement • June 14th, 1999 • New Valley Corp • Real estate • California
1 EXHIBIT 10.3 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT dated as of _____________, 2001 between: (1) GBI Capital Management Corp., a corporation duly organized and validly existing under the laws of the State of Florida (the...Pledge and Security Agreement • February 16th, 2001 • New Valley Corp • Real estate • New York
AMONGInvestor Rights Agreement • February 16th, 2001 • New Valley Corp • Real estate • Florida
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 7th, 1999 • New Valley Corp • Real estate
Exhibit 10.1 NON-NEGOTIABLE PROMISSORY NOTE ------------------------------Promissory Note • March 6th, 1998 • New Valley Corp • Non-operating establishments • New York
Warrant Agent [FORM OF]Warrant Agreement • April 13th, 1999 • New Valley Corp • Real estate • New York
EXHIBIT 2.1Stock Purchase Agreement • January 31st, 1997 • New Valley Corp • Non-operating establishments • New York
1 EXHIBIT 4(d) December 27, 1996 New Valley Corporation 100 S.E. Second Street, 32nd Floor Miami, Florida 33131 Re: Loan to New Valley Corporation Gentlemen and Ladies: Reference is hereby made to that certain Loan and Security Agreement (the "Loan...Loan Agreement • March 28th, 1997 • New Valley Corp • Non-operating establishments
1 EXHIBIT 2.1 AMENDED AND RESTATED WESTERN REALTY DEVELOPMENT LLC LIMITED LIABILITY COMPANY AGREEMENT AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT -------------------------------------------------------- THIS AMENDED AND RESTATED LIMITED...Limited Liability Company Agreement • March 6th, 1998 • New Valley Corp • Non-operating establishments • New York
AGREEMENT Agreement made as of the 22nd day of September, 1995, by and between New Valley Corporation, a corporation incorporated under the laws of the State of New York, with its principal place of business at 100 Southeast Second Street, Miami,...Employment Agreement • November 14th, 1995 • New Valley Corp • Functions related to depository banking, nec • Florida
STOCK PURCHASE AGREEMENT dated as of February 8, 2001 by and betweenStock Purchase Agreement • February 16th, 2001 • New Valley Corp • Real estate • New York
EXHIBIT 10.2Pledge Agreement • January 31st, 1997 • New Valley Corp • Non-operating establishments • New York
AGREEMENTEmployment Agreement • August 16th, 1999 • New Valley Corp • Real estate • Florida
WITNESSETH:Restricted Share Agreement • March 28th, 1997 • New Valley Corp • Non-operating establishments
1 EXHIBIT 10.6 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT AMENDMENT NO. 1 dated April 25, 2001 ("AMENDMENT NO. 1") to STOCK PURCHASE AGREEMENT dated February 8, 2001, among GBI CAPITAL MANAGEMENT CORP., NEW VALLEY CORPORATION, LADENBURG, THALMANN...Stock Purchase Agreement • May 22nd, 2001 • New Valley Corp • Real estate • New York
EXHIBIT 10.1 INTEREST PURCHASE AGREEMENT NO. 1-WRI DATED DECEMBER 21, 2001Interest Purchase Agreement • January 4th, 2002 • New Valley Corp • Real estate • New York
NEW VALLEY CORPORATION 100 S.E. SECOND STREET, 32ND FLOOR MIAMI, FLORIDA 33131Employment Agreement • March 31st, 1998 • New Valley Corp • Non-operating establishments
1 EXHIBIT 10(b) ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 1995 • New Valley Corp • Functions related to depository banking, nec • New York
BACKGROUNDNote and Equity Purchase Agreement • May 15th, 2003 • New Valley Corp • Real estate • New York
R E C I T A L S :Expense Sharing Agreement • November 14th, 1995 • New Valley Corp • Functions related to depository banking, nec • Florida
AGREEMENT TO TENDERAgreement to Tender • November 17th, 2005 • New Valley Corp • Real estate • Delaware
THIS AGREEMENT TO TENDER, dated as of November 16, 2005 (the “Agreement”), among Vector Group Ltd., a Delaware corporation (“Vector”), VGR Holding Inc., a Delaware corporation and a wholly owned subsidiary of Vector (“VGR”), and the stockholder of New Valley Corporation, a Delaware corporation (the “Company”), identified as such on the signature page hereto (“Stockholder”).
BETWEEN BELLEMEAD OF MICHIGAN, INC. AND JARED ASSOCIATES, L.P. COLLECTIVELY, SELLERS AND NEW VALLEY CORPORATION, PURCHASERPurchase and Sale Agreement • January 25th, 1996 • New Valley Corp • Functions related to depository banking, nec • New York
1 Exhibit 10.4 PROXY AND VOTING AGREEMENT, dated as of February 8, 2001 (this "AGREEMENT"), among New Valley Corporation, a Delaware corporation ("NEW VALLEY"), Ladenburg, Thalmann Group Inc., a Delaware corporation ("LTGI"), Berliner...Proxy and Voting Agreement • February 16th, 2001 • New Valley Corp • Real estate • Florida
USE AGREEMENTUse Agreement • January 31st, 1997 • New Valley Corp • Non-operating establishments
1 Exhibit 10.2 SENIOR CONVERTIBLE PROMISSORY NOTE $10,000,000.00 [Aggregate to Sellers] __________, 2001 FOR VALUE RECEIVED, GBI CAPITAL MANAGEMENT CORP., a Florida corporation ("Maker"), having an address at 1055 Stewart Avenue, Bethpage, New York...Senior Convertible Promissory Note • February 16th, 2001 • New Valley Corp • Real estate
