0000950144-05-011987 Sample Contracts

AGREEMENT TO TENDER
Agreement • 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”).

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AGREEMENT TO TENDER
Agreement 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”).

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