AGREEMENT AND PLAN OF MERGER by and among JTI (US) HOLDING INC., VAPOR MERGER SUB INC. and VECTOR GROUP LTD. Dated as of August 21, 2024Merger Agreement • August 21st, 2024 • Vector Group LTD • Cigarettes • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 21, 2024, by and among JTI (US) Holding Inc., a Delaware corporation (“Parent”), Vapor Merger Sub Inc., a Delaware corporation and a Wholly Owned Subsidiary of Parent (“Merger Sub”), and Vector Group Ltd., a Delaware corporation (the “Company”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 21st, 2024 • Vector Group LTD • Cigarettes • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2024, by and among JTI (US) Holding Inc., a Delaware corporation (“Parent”), Vapor Merger Sub Inc., a Delaware corporation and a Wholly Owned Subsidiary of Parent (“Merger Sub”), and the undersigned holders (the “Stockholders” and each holder, a “Stockholder”) of shares of common stock, par value $0.10 per share, of Vector Group Ltd., a Delaware corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of August 21, 2024, by and among Parent, Merger Sub and the Company (as such agreement may be subsequently amended or modified, the “Merger Agreement”).
Name] At the Address on File with the Company Dear [Name]:Transaction Bonus Agreement • August 21st, 2024 • Vector Group LTD • Cigarettes
This is your Transaction Bonus Agreement (the “Agreement”) with Vector Group Ltd. (the “Company”). Reference is made to that certain Agreement and Plan of Merger, dated as of [•], 2024 (the “Merger Agreement”), by and among JTI (US) Holding Inc., Vapor Merger Sub Inc. (“Merger Sub”) and the Company, pursuant to which Merger Sub will merge with and into the Company (the “Merger”). In recognition of your role as a key [employee][service provider] of the Company and the importance of your contributions in anticipation of the Merger, you have been selected to receive a transaction bonus (a “Transaction Bonus”) in accordance with the terms of this Agreement. Your right to receive the Transaction Bonus described herein is contingent on the occurrence of the Closing. In the event the Merger Agreement terminates by its terms and the Closing has not occurred, this Agreement will terminate and be of no force or effect. Capitalized terms not otherwise defined herein shall have the meaning set for
GUARANTEEGuarantee • August 21st, 2024 • Vector Group LTD • Cigarettes • Delaware
This Guarantee (the “Guarantee”) is made by JT International Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized and existing under the law of the Netherlands (the “Guarantor”), in favor of Vector Group Ltd., a Delaware corporation (the “Company”) in respect of that certain Agreement and Plan of Merger (the “Agreement”), dated as of August 21, 2024 and of even date herewith, by and among JTI (US) Holding Inc., a Delaware corporation (“Parent”), Vapor Merger Sub Inc., a Delaware corporation (“Merger Sub”) and the Company. Unless otherwise specified, capitalized terms used but not defined in this Guarantee shall have the meanings given to them in the Agreement.
