0000950123-21-013392 Sample Contracts

Form of DISTRIBUTION AGREEMENT by and between VECTOR GROUP LTD. and DOUGLAS ELLIMAN INC. Dated as of [•], 2021
Distribution Agreement • October 21st, 2021 • Douglas Elliman Inc. • Blank checks • New York

This DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [•], 2021, 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”.

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Form of TRANSITIONAL TRADEMARK LICENSE AGREEMENT
Transitional Trademark License Agreement • October 21st, 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”).

Form of TRANSITION SERVICES AGREEMENT by and between VECTOR GROUP LTD. and DOUGLAS ELLIMAN INC. Dated as of [•], 2021
Transition Services Agreement • October 21st, 2021 • Douglas Elliman Inc. • Blank checks • New York

This TRANSITION SERVICES AGREEMENT, dated as of [•], 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”.

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”).

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