0001193125-21-367971 Sample Contracts

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”).

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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, 2021
Distribution 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”.

EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN VECTOR GROUP LTD. AND DOUGLAS ELLIMAN, INC. Dated as of December 21, 2021
Employee 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, 2021
Transition 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, 2021
Tax 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.

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