Richard Lampen - 05 Oct 2024 Form 4 Insider Report for VECTOR GROUP LTD

Footnote F1

The reported securities were disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of August 21, 2024 (the "Merger Agreement"), by and among the Issuer, JTI (US) Holding Inc. ("Parent") and Vapor Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub completed a cash tender offer (the "Offer") for all outstanding shares of the common stock, par value $0.10 per share, of the Issuer (each, an "Issuer Share"), at a purchase price of $15.00 per share, which Offer expired at one minute after 11:59 p.m., Eastern Time on October 4, 2024. These Issuer Shares were tendered for purchase pursuant to the Offer.

Footnote F2

The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Footnote F3

Pursuant to the Merger Agreement, each award of performance-based restricted stock of the Issuer, excluding any awards of restricted stock with vesting subject to time-vesting only (each, a "Company Performance-Based RSA") that was outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement) was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the aggregate number of Issuer Shares subject to such Company Performance-Based RSA (based on the full number of Issuer Shares subject to such Company Performance-Based RSA) and (ii) the Merger Consideration (as defined below) (together with any accrued and unpaid dividends corresponding to the Issuer Shares subject to such Company Performance-Based RSA immediately prior to the Effective Time, to the extent provided for under the applicable award agreement).

Footnote F4

Disposed in connection with the transactions contemplated by the Merger Agreement, pursuant to which, on October 7, 2024, Merger Sub was merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, each Issuer Share was canceled and extinguished and automatically converted into the right to receive an amount in cash equal to $15.00 (the "Merger Consideration").

Footnote F5

Pursuant to the Merger Agreement, each award of restricted stock of the Issuer, excluding any Company Performance-Based RSAs (each, a "Company Time-Based RSA") that was outstanding as of immediately prior to the Effective Time, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the aggregate number of Issuer Shares subject to such Company Time-Based RSA and (ii) the Merger Consideration (together with any accrued and unpaid dividends corresponding to the Issuer Shares subject to such Company Time-Based RSA immediately prior to the Effective Time, to the extent provided for under the applicable award agreement).

Footnote F6

Pursuant to the Merger Agreement, each option to purchase an Issuer Share which has a per share exercise price that was less than the Merger Consideration (each, a "Company Option"), and outstanding and unexercised as of immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the aggregate number of Issuer Shares subject to such Company Option and (ii) the excess, if any, of (x) the Merger Consideration over (y) the per share exercise price of such Company Option. The number and exercise price of the Company Options have been adjusted to give effect to the 5% stock dividend paid to the stockholders of the Company on September 27, 2019.