0000059440-14-000007 Sample Contracts

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement and Mutual Release • March 3rd, 2014 • Vector Group LTD • Cigarettes • New York

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (“Settlement Agreement”) is made as of the 13th day of December, 2013 by and among: (i) PRUDENTIAL REAL ESTATE FINANCIAL SERVICES OF AMERICA, INC. (“Prudential”) and (ii) DOUGLAS ELLIMAN REALTY, LLC (the “Company”); DOROTHY HERMAN; DTHY REALTY, INC.; NEW VALLEY REAL ESTATE LLC (f/k/a and named as NEW VALLEY REAL ESTATE CORPORATION in the Arbitration); NEW VALLEY MORTGAGE LLC (f/k/a and named as NEW VALLEY MORTGAGE CORPORATION in the Arbitration); HOWARD M. LORBER and RICHARD J. LAMPEN (collectively, “Douglas Elliman”). Prudential and Douglas Elliman shall be collectively referred to herein as the “Parties.”

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AGREEMENT RELATING TO SALE AND ASSIGNMENT OF MEMBERSHIP INTEREST
Sale and Assignment of Membership Interest • March 3rd, 2014 • Vector Group LTD • Cigarettes • New York

This AGREEMENT RELATING TO SALE AND ASSIGNMENT OF MEMBERSHIP INTEREST (the “Agreement”) is made as of this 13th day of December, 2013, by and between NEW VALLEY REAL ESTATE LLC (“NV”) and PRUDENTIAL REAL ESTATE FINANCIAL SERVICES OF AMERICA, INC. (“Seller”) (together, NV and Seller are the “Parties”).

ENGLE PROGENY LITIGATION SETTLEMENT AGREEMENT
Engle Progeny Litigation Settlement Agreement • March 3rd, 2014 • Vector Group LTD • Cigarettes • Florida

THIS SETTLEMENT AGREEMENT (this “Agreement”), is made and voluntarily entered into as of October 22, 2013, by, between and among: (a) Liggett Group LLC (“Liggett”) and Vector Group Ltd. (“Vector”), which are defendants in certain Engle Progeny Actions (as defined in Section I), on the one hand, and (b) Plaintiffs’ Coordinating Counsel (as defined in Section I below), The Wilner Firm (as defined in Section I), and The Wilner Firm’s clients who are plaintiffs in certain federal and state Engle Progeny Actions (collectively, the “Participating Plaintiffs” as defined in Section I) on the other hand.

RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • March 3rd, 2014 • Vector Group LTD • Cigarettes

THIS RESTRICTED SHARE AWARD AGREEMENT, effective as of October 28, 2013 (the “Agreement”), by and between Vector Group Ltd., a Delaware corporation (the “Company”), and Ronald J. Bernstein (the "Executive").

ENGLE PROGENY LITIGATION SETTLEMENT AGREEMENT
Engle Progeny Litigation Settlement Agreement • March 3rd, 2014 • Vector Group LTD • Cigarettes • Florida

THIS SETTLEMENT AGREEMENT (this “Agreement”), is made and voluntarily entered into as of October 22, 2013, by, between and among: (a) Liggett Group LLC (“Liggett”) and Vector Group Ltd. (“Vector”), which are defendants in certain Engle Progeny Actions (as defined in Section I), on the one hand, and (b) Plaintiffs’ Coordinating Counsel (as defined in Section I), Participating Plaintiffs’ Counsel (as defined in Section I), and their respective clients who are plaintiffs in certain Engle Progeny Actions (collectively, the “Participating Plaintiffs” as defined in Section I) on the other hand.

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