Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 16, 2004, by and among Vector Group Ltd., a Delaware corporation, with headquarters located at 100 S.E. Second Street, Miami, FL 33131...Registration Rights Agreement • November 17th, 2004 • Vector Group LTD • Cigarettes • New York
BGLS HOLDING INC.First Supplemental Indenture • October 1st, 1999 • Brooke Group LTD • Cigarettes • New York
EXHIBIT 4.1 SIXTH AMENDMENT TO NOTE PURCHASE AGREEMENT This Sixth Amendment to Note Purchase Agreement, dated as of July 29, 2004 (this "SIXTH AMENDMENT"), amends the Note Purchase Agreement, dated as of May 14, 2001, as amended as of November 6,...Note Purchase Agreement • August 9th, 2004 • Vector Group LTD • Cigarettes • New York
AS ISSUER ANDIndenture • November 23rd, 2004 • Vector Group LTD • Cigarettes • New York
1 EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and entered into as of July 5, 2001 by and between Vector Group Ltd., a Delaware corporation (the "COMPANY"), and Jefferies & Company, Inc. (the...Registration Rights Agreement • July 16th, 2001 • Vector Group LTD • Cigarettes • New York
ARTICLE I. THE MERGERMerger Agreement • October 1st, 1999 • Brooke Group LTD • Cigarettes
JOINT FILING AGREEMENTJoint Filing Agreement • March 11th, 1996 • Brooke Group LTD • Cigarettes
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, par value $.01 per share, of RJR Nabisco Holdings Corp., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such statement.
EXHIBIT 10.5 THIRD AMENDMENT TO SERVICES AGREEMENT THIRD AMENDMENT TO SERVICES AGREEMENT, dated as of March 31, 2001, by and between VECTOR GROUP LTD., a Delaware corporation ("VGR"), having an office at 100 S.E. Second Street, 32nd Floor, Miami,...Services Agreement • March 15th, 2004 • Vector Group LTD • Cigarettes
3 4 Company; and (d) observe all security policies implemented by the Companies from time to time with respect to the Confidential Information. In the event that the Consultant is ordered to disclose any Confidential Information, whether in a legal or...Consulting Agreement • July 22nd, 1998 • Brooke Group LTD • Cigarettes • Florida
1 Exhibit 99.1 STOCK PURCHASE AGREEMENT dated as of January 16, 1998Stock Purchase Agreement • January 20th, 1998 • Brooke Group LTD • Cigarettes • New York
EXHIBIT 10.1 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 21st, 2002 • Vector Group LTD • Cigarettes • New York
January 1, 1998 Mr. James B. Kirkland, III 1666 West Avenue, #405 Miami Beach, Florida 33139 Dear Mr. Kirkland: This letter sets forth the first amendment to the Stock Option Agreement (the "Agreement") dated January 1, 1997, between Brooke Group Ltd....Stock Option Agreement • April 15th, 1998 • Brooke Group LTD • Cigarettes
5,000,000 SHARES VECTOR GROUP LTD. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2020 • Vector Group LTD • Cigarettes • New York
Vector Group Ltd., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) 5,000,000 shares (the “Firm Shares”) of its common stock, par value $0.10 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 750,000 shares (the “Optional Shares”) of its Common Stock, as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares”. Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean Jefferies, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the contex
AS ISSUER ANDIndenture • November 17th, 2004 • Vector Group LTD • Cigarettes • New York
EXHIBIT 10.4 AMENDMENT TO PLEDGE AND SECURITY AGREEMENT This Amendment to Pledge and Security Agreement is dated as of April 30, 2002 (this "Amendment") and amends the Pledge and Security Agreement, dated as of May 14, 2001 (as amended, supplement or...Pledge and Security Agreement • May 15th, 2002 • Vector Group LTD • Cigarettes • New York
EXHIBIT 1.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of November 16, 2004, by and among Vector Group Ltd., a Delaware corporation, with headquarters located at 100 S.E. Second Street, Miami, Florida 33131...Securities Purchase Agreement • November 17th, 2004 • Vector Group LTD • Cigarettes • New York
ISDAIsda Master Agreement • March 11th, 1996 • Brooke Group LTD • Cigarettes • New York
VECTOR GROUP LTD. AND EACH OF THE GUARANTORS PARTY HERETO 10.500% SENIOR NOTES DUE 2026 INDENTURE Dated as of November 2, 2018 U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • November 2nd, 2018 • Vector Group LTD • Cigarettes • New York
EXHIBIT 10.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT, dated as of September 30, 1999, is made and entered into by and between BGLS Holding Inc., a Delaware corporation ("PURCHASER"), and BGLS Inc., a Delaware corporation ("Seller"). Capitalized...Purchase Agreement • October 1st, 1999 • Brooke Group LTD • Cigarettes • New York
EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 15th, 2001 • Vector Group LTD • Cigarettes • New York
EXHIBIT 10.7 THE RIGHTS OF THE BENEFICIARY HEREUNDER ARE SUBORDINATED TO THE PRIOR PAYMENT IN FULL AND ALL OTHER RIGHTS OF CONGRESS FINANCIAL CORPORATION ("CONGRESS") AS AND TO THE EXTENT PROVIDED IN THAT CERTAIN SUBORDINATION AGREEMENT BETWEEN...Guarantee • May 15th, 2002 • Vector Group LTD • Cigarettes • New York
6 1/4% Convertible Subordinated Notes due 2008 INDENTUREIndenture • July 16th, 2001 • Vector Group LTD • Cigarettes • New York
1 EXHIBIT 10.3 AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT, dated as of August 4, 2000 (this "Amendment"), between GALLAHER OVERSEAS (HOLDINGS) LIMITED, a private limited company incorporated under the laws...Purchase and Sale Agreement • August 18th, 2000 • Vector Group LTD • Cigarettes • New York
WITNESSETHEmployment Agreement • May 15th, 2001 • Vector Group LTD • Cigarettes • New York
AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 9th, 2023 • Vector Group LTD • Cigarettes • New York
AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 8, 2023, by and among LIGGETT GROUP LLC, a Delaware limited liability company, as successor to Liggett Group Inc. (“Liggett”), 100 MAPLE LLC, a Delaware limited liability company (“100 Maple”), VECTOR TOBACCO LLC (formerly known as Vector Tobacco Inc.), a Virginia limited liability company (“Vector Tobacco” and, together with Liggett and 100 Maple, “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions or entities party hereto as lenders (collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative and collateral agent (in such capacity, “Agent”).
ARTICLE I SERVICESServices Agreement • March 11th, 1996 • Brooke Group LTD • Cigarettes • New York
AGREEMENT AND PLAN OF MERGER by and among JTI (US) HOLDING INC., VAPOR MERGER SUB INC. and VECTOR GROUP LTD. Dated as of August 21, 2024Merger Agreement • August 21st, 2024 • Vector Group LTD • Cigarettes • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 21, 2024, by and among JTI (US) Holding Inc., a Delaware corporation (“Parent”), Vapor Merger Sub Inc., a Delaware corporation and a Wholly Owned Subsidiary of Parent (“Merger Sub”), and Vector Group Ltd., a Delaware corporation (the “Company”).
andStock Purchase Agreement • May 17th, 2001 • Vector Group LTD • Cigarettes • New York
1 EXHIBIT 10.2 COLLATERAL AGENCY AGREEMENT This Collateral Agency Agreement (this "AGREEMENT") is made and entered into as of May 14, 2001 by and among (i) BGLS Inc., a Delaware corporation (the "COMPANY"), (ii) Brooke Group Holding Inc., a Delaware...Collateral Agency Agreement • May 17th, 2001 • Vector Group LTD • Cigarettes • New York
1 EXHIBIT 10.7 ACCOUNT CONTROL AGREEMENT ACCOUNT CONTROL AGREEMENT (this "AGREEMENT") dated as of May 14, 2001 is made by and among BGLS INC., a company duly organized under the laws of Delaware (the "COMPANY"); United States Trust Company of New...Account Control Agreement • May 17th, 2001 • Vector Group LTD • Cigarettes • New York
VECTOR GROUP LTD. AND EACH OF THE GUARANTORS PARTY HERETO 6.125% SENIOR SECURED NOTES DUE 2025 INDENTURE Dated as of January 27, 2017 U.S. BANK NATIONAL ASSOCIATION as Trustee and as Collateral AgentIndenture • January 27th, 2017 • Vector Group LTD • Cigarettes • New York
AND EACH OF THE GUARANTORS PARTY HERETO 5.75% SENIOR SECURED NOTES DUE 2029Indenture • February 21st, 2023 • Vector Group LTD • Cigarettes • New York
2,000,000 SHARES VECTOR GROUP LTD. COMMON STOCK PAR VALUE $0.10 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2017 • Vector Group LTD • Cigarettes • New York
RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO THE VECTOR GROUP LTD. AMENDED & RESTATED 2014 MANAGEMENT INCENTIVE PLANRestricted Shares Award Agreement • August 6th, 2021 • Vector Group LTD • Cigarettes • Florida
THIS AGREEMENT (the “Agreement”), made as of [Grant Date] (“Grant Date”), by and between Vector Group Ltd., 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 27th, 2006 • Vector Group LTD • Cigarettes • Florida
THIS EMPLOYMENT AGREEMENT dated as of January 27, 2006, by and between Vector Group Ltd., a Delaware corporation (together with its successors and assigns, the “Company”), and Richard J. Lampen (the “Executive”).
