Clean Team Confidentiality AgreementClean Team Confidentiality Agreement • September 4th, 2024 • JTI (US) Holding Inc. • Cigarettes
This Clean Team Confidentiality Agreement (the “Agreement”) is entered on July 3, 2024, by and between Vector Group Ltd. (“Vector”) and JT International Holding B.V. (“Acquiror”). Vector and Acquiror are together referred to as the “Parties” and individually as a “Party”.
VAPOR MERGER SUB INC. a wholly owned subsidiary of JTI (US) HOLDING INC. an indirect wholly owned subsidiary of JT INTERNATIONAL HOLDING B.V.Offer to Purchase • September 4th, 2024 • JTI (US) Holding Inc. • Cigarettes • Delaware
The information contained in this Summary Term Sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the remainder of this Offer to Purchase (as it may be amended, supplemented or otherwise modified from time to time, the “Offer to Purchase”), the Letter of Transmittal (as it may be amended, supplemented or otherwise modified from time to time, the “Letter of Transmittal”), the Notice of Guaranteed Delivery (as it may be amended, supplemented or otherwise modified from time to time, the “Notice of Guaranteed Delivery”) and other related materials. You are urged to read carefully this Offer to Purchase, the Letter of Transmittal and other related materials in their entirety. This Summary Term Sheet includes cross-references to other sections of this Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning the Company contained in this Summary Term Sheet
Vector Group Ltd. 4400 Biscayne Boulevard, 10th Floor Miami, FL 33137-3212 Ladies and Gentlemen:Confidentiality Agreement • September 4th, 2024 • JTI (US) Holding Inc. • Cigarettes
Reference is made to the Agreement and Plan of Merger, dated as of August 21, 2024, by and among Vector Group Ltd. (“you” or “your”), JTI (US) Holding Inc. (“Parent”) and Vapor Merger Sub Inc. (the “Merger Agreement”). Pursuant to the Transactions (as defined in the Merger Agreement), Parent and its affiliates, including JT International Holding B.V. (the “Company” or “us”) may furnish or otherwise make available such information to you as it so determines in consideration of the covenants set forth in this letter agreement (this “Agreement”).
