The distribution is expected to qualify as a tax-free distribution for U.S. federal income tax purposes. Vector Group encourages stockholders to consult with their tax advisors with respect to U.S. federal, state, local and foreign tax consequences of the spin-off. Completion of the spin-off is subject to various conditions, including receipt of a tax opinion from counsel and the effectiveness of Douglas Elliman's registration statement on Form S-1. Jefferies LLC serves as financial advisor to Vector Group and Sullivan & Cromwell LLP serves as legal counsel to Vector Group and Douglas Elliman.