Form of INDEMNIFICATION AGREEMENTIndemnification Agreement • December 7th, 2021 • Douglas Elliman Inc. • Blank checks • Delaware
This Indemnification Agreement (this “Agreement”) is made as of ________________ by and between Douglas Elliman Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company (and its predecessors and subsidiaries) and Indemnitee covering indemnification and advancement.
RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE DOUGLAS ELLIMAN INC.Restricted Shares Award Agreement • December 28th, 2021 • Douglas Elliman Inc. • Blank checks • Florida
THIS AGREEMENT (the “Agreement”), made as of [Grant Date] (“Grant Date”), by and between Douglas Elliman Inc., a Delaware Corporation, with its principal office at 4400 Biscayne Boulevard, 10th Floor, Miami, FL 33137 (the “Company”), and [Participant] (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2022 • Douglas Elliman Inc. • Blank checks • Florida
THIS EMPLOYMENT AGREEMENT dated as of January 10, 2022, by and between Douglas Elliman Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Howard M. Lorber (the “Executive”).
DISTRIBUTION AGREEMENT by and between VECTOR GROUP LTD. and DOUGLAS ELLIMAN INC. Originally dated as of December 21, 2021, and amended and restated as of December 28, 2021Distribution Agreement • December 28th, 2021 • Douglas Elliman Inc. • Blank checks • New York
This DISTRIBUTION AGREEMENT, originally dated as of December 21, 2021 (the “Original Agreement”) and amended and restated as of December 28, 2021 (this “Agreement”), is entered into by and between Vector Group Ltd., a Delaware corporation (“Vector”), and Douglas Elliman Inc., a Delaware corporation (“Spinco”). Each of Vector and Spinco is referred to herein as a “Party” and collectively, as the “Parties”.
Form of TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • December 7th, 2021 • Douglas Elliman Inc. • Blank checks • New York
This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and entered into as of [•]by and between New Valley LLC, a Delaware limited liability company (“Licensor”), and New Valley Ventures LLC, a Delaware limited liability company (“Licensee” and collectively with Licensor, the “Parties”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VECTOR GROUP LTD. AND DOUGLAS ELLIMAN, INC. Dated as of December 21, 2021Employee Matters Agreement • December 28th, 2021 • Douglas Elliman Inc. • Blank checks • New York
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of December 21, 2021, is by and between Vector Group Ltd., a Delaware corporation (“Vector”), and Douglas Elliman Inc., a Delaware corporation (“Spinco” and, together with Vector, each, a “Party” and collectively, the “Parties”).
TRANSITION SERVICES AGREEMENT by and between VECTOR GROUP LTD. and DOUGLAS ELLIMAN INC. Dated as of December 21, 2021Transition Services Agreement • December 28th, 2021 • Douglas Elliman Inc. • Blank checks • New York
This TRANSITION SERVICES AGREEMENT, dated as of December 21, 2021 (this “Agreement”), between Vector Group Ltd., a Delaware corporation (“Vector”), and Douglas Elliman Inc., a Delaware corporation (“Spinco”). Each of Vector and Spinco is referred to herein as a “Party” and, collectively, as the “Parties”.
TAX DISAFFILIATION AGREEMENT BETWEEN VECTOR GROUP LTD. AND DOUGLAS ELLIMAN INC. dated as of December 21, 2021Tax Disaffiliation Agreement • December 28th, 2021 • Douglas Elliman Inc. • Blank checks
THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of December 21, 2021, by and between Vector Group Ltd., a Delaware corporation (“Parent”), and Douglas Elliman Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Spinco” and, together with Parent, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2024 • Douglas Elliman Inc. • Real estate agents & managers (for others) • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of July 2, 2024, by and among Douglas Elliman Inc., a Delaware corporation (the “Company”), Alter Domus (US) LLC as collateral agent for the Purchasers (in such capacity, together with its successor and assigns in such capacity (the “Collateral Agent”) and the Purchasers.
Mr. Howard Lorber At the Address on File with the Company Dear Howard:Employment Agreement • March 31st, 2022 • Douglas Elliman Inc. • Real estate agents & managers (for others)
On behalf of the Board of Directors of Douglas Elliman Inc. (the “Company”), we are making the following modifications to your Employment Agreement, dated as of January 10, 2022 (your “Employment Agreement”), by and between the Company and you.
CONFIDENTIAL TREATMENT REQUESTED BY DOUGLAS ELLIMAN INC. PURSUANT TO CFR SECTION 200.83 **Employee Matters Agreement • October 21st, 2021 • Douglas Elliman Inc. • Blank checks • New York
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Vector Group Ltd., a Delaware corporation (“Vector”), and Douglas Elliman Inc., a Delaware corporation (“Spinco” and, together with Vector, each, a “Party” and collectively, the “Parties”).
Form of Non-exclusive Aircraft Lease Agreement]Aircraft Lease Agreement • December 7th, 2021 • Douglas Elliman Inc. • Blank checks
This NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT (this “Agreement”) is entered into as of this [ ] day of [ ]2021 (the “Effective Date”), by and between [VECTOR GROUP MEMBER], a Delaware limited liability company (“Lessor”), and [DOUGLAS ELLIMAN GROUP MEMBER], a [Delaware] [corporation] (“Lessee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2024 • Douglas Elliman Inc. • Real estate agents & managers (for others) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 2, 2024, by and among Douglas Elliman Inc., a Delaware corporation (the “Company”), and the parties signatory hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
SETTLEMENT AGREEMENTSettlement Agreement • April 29th, 2024 • Douglas Elliman Inc. • Real estate agents & managers (for others)
This Settlement Agreement (“Settlement Agreement”) is made and entered into this 26th day of April, 2024 (the “Execution Date”), by and between Defendants Douglas Elliman Inc. and Douglas Elliman Realty, LLC (“Douglas Elliman”) and Plaintiffs Don Gibson, Lauren Criss, John Meiners, and Daniel Umpa, (collectively “Plaintiffs”), who filed suit in the above captioned actions (now consolidated) both individually and as representatives of one or more classes of home sellers. Plaintiffs enter this Settlement Agreement both individually and on behalf of the Settlement Class, as defined below.
Form of SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JULY 2, 2029Douglas Elliman Inc. • July 2nd, 2024 • Real estate agents & managers (for others) • New York
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is the duly authorized and validly issued convertible promissory note of Douglas Elliman Inc., a Delaware corporation (the “Company”), having its principal place of business at 4400 Biscayne Boulevard, Miami, Florida 33137, designated as its Senior Secured Convertible Promissory Note due July 2, 2029 (the “Note”).
