0001193125-24-173893 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 2nd, 2024 • Douglas Elliman Inc. • Real estate agents & managers (for others) • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of July 2, 2024, by and among Douglas Elliman Inc., a Delaware corporation (the “Company”), Alter Domus (US) LLC as collateral agent for the Purchasers (in such capacity, together with its successor and assigns in such capacity (the “Collateral Agent”) and the Purchasers.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 2nd, 2024 • Douglas Elliman Inc. • Real estate agents & managers (for others) • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 2, 2024, by and among Douglas Elliman Inc., a Delaware corporation (the “Company”), and the parties signatory hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

Form of SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JULY 2, 2029
Douglas Elliman Inc. • July 2nd, 2024 • Real estate agents & managers (for others) • New York

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is the duly authorized and validly issued convertible promissory note of Douglas Elliman Inc., a Delaware corporation (the “Company”), having its principal place of business at 4400 Biscayne Boulevard, Miami, Florida 33137, designated as its Senior Secured Convertible Promissory Note due July 2, 2029 (the “Note”).

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