Douglas Elliman Texas - Sales Associate Handbook

Douglas Elliman Texas

Brokerage Policies & Procedures

Sales Associate Handbook

October 2023

I. INTRODUCTION

Welcome to Douglas Elliman Real Estate (“DE” or the “Company”). This handbook has been prepared to give each sales associate (“Sales Associate”) involved with DE’s office some basic insight into the Texas Management (“Management”) and its philosophies and requirements in dealing with a broad range of subjects. Although this document covers many of the important areas of a real estate brokerage, it is not, and realistically cannot, be all‐inclusive.

During the day‐to‐day operation of the office, it is likely that questions will arise which are not covered herein, or which will require additional information and input from the parties involved. Management will always be willing to listen to any concerns, questions, and/or suggestions. If Management finds it necessary to amend, modify, or enhance these procedures, it will do so with the best interest of the public, the industry, our associates, and any others involved in mind.

All topics discussed herein, and those issues not addressed within this document, will always be handled in a manner that is consistent with any applicable laws, statutes, and/or rules and regulations of federal, state, and local authorities.

A copy of this handbook is provided to each Sales Associate for reference on DOUGLAS, the DE intranet, as regularly revised. As changes can and do occur, please check online on DOUGLAS for the most current version of this handbook.

II. ETHICAL CONDUCT AND PROFESSIONAL PRACTICE

DE strives to provide an unmatched quality in the services provided to its customers and clients and seeks Sales Associates who maintain the highest standards of professionalism and ethics in the conduct of its businesses. It is expected that all Sales Associates refrain from engaging in any illegal, dishonest or unethical conduct that would show poorly on DE.

To achieve these standards, all Sales Associates are required to be members of the National Association of Realtors®, the Texas Association of Realtors®, and the Houston Association of Realtors® or the local city Board of Realtors®, and the Houston Multiple Listing Service or the local city Multiple Listing Service. Each licensed person associated with DE is required to become a Realtor®. As members of the National Association of Realtors®, we subscribe to its Code of Ethics and Standards of Practice. Sales Associates and licensed assistants are encouraged to participate in the Board of Realtors®. Additionally, Sales Associates are required to comply with all federal, state and local laws pertaining to the real estate brokerage business, including but not limited to, the laws concerning Licensing, Disclosure, Fair Housing, Truth in Lending Act, the Real Estate Settlement and Procedures Act of 1974, anti‐money laundering, commissions, agency, equal opportunity and income taxes.

In the office, the “Golden Rule” must be practiced: “Do unto others as you would have them do unto you.” Sales Associates must remember that fellow Sales Associates and employees are entitled to respect under all circumstances. Good fellowship, strong performance and the sincere desire to be cooperative and supportive are expected.

1) Compliance with Fair Housing and Discrimination Laws, State and Federal Legislation/Regulations

DE and its Sales Associates are obligated to comply with the federal Fair Housing Act (“FHA”), Federal Americans with Disabilities Act, applicable local laws (i.e., Texas Fair Housing Act, Texas Commission on Human Rights Act), and related legislation/regulations both in the letter of the law and its intent. These laws require both DE and its Sales Associates, with limited exceptions, not to discriminate or assist in discrimination as against landlords and owners as well as against potential renters and owners based on any protected class including, but not limited to:

 race/ethnicity

 creed/religion

 color

 national origin (including language use restrictions)

 age

 disability (mental and physical, including HIV/AIDS, cancer, and genetic characteristics)

 sex, sexual orientation, gender, gender identity, gender expression

 marital status/partnership status

 familial status/children are, may be, or would be residing with such person or persons

 ancestry/genetic information

 veteran status

 alienage status/citizen status

 lawful source of income/occupation

 status as a victim of domestic violence, sexual abuse, or stalking

 hair texture and protective hairstyles, and

 any other characteristic protected by applicable federal, state, or local laws

This policy governs all aspects of operations and prohibits a range of activities including, but not limited to:

 discriminatory or unlawful advertisements, both oral and in writing, which indicate a preference for or exclusion of certain protected classes,

 refusing to sell or rent housing based on protected classes or source of income,

 misrepresenting the unavailability of housing,

 setting different terms, privileges, and conditions for potential renters or owners based on protected classes, and

 refusing to provide reasonable accommodations and/or modifications for potential renters or owners with disabilities.

Consistent with this policy, DE may not aid, abet, and/or assist sellers, landlords, or owners with the implementation and maintenance of discriminatory policies as DE could subject itself to liability for doing so. If, at any time, a seller or landlord/owner has indicated an unwillingness to rent or sell to individuals within protected classes or otherwise abide by its legal obligations, please speak to Management immediately. If it is a DE listing, then the listing MUST be released immediately.

Consistent with the direction of the United States Supreme Court, DE cannot perform any act that has a discriminatory effect irrespective of the act’s facial discriminatory intent. As a consequence, if a seller, landlord, or owner seeks creative assistance from DE and its Sales Associates in avoiding a clear facial violation of discrimination laws, DE views such request as an act of discrimination.

Similarly, if a potential buyer or renter makes a complaint regarding alleged discriminatory practices, DE may not retaliate against such individual for making such complaint.

DE’s internal policy to avoid claims of discrimination is that DE does NOT discuss demographics.

All Sales Associates must attend all compliance classes deemed mandatory by DE on an annual basis.

Any allegations of misconduct under this provision will be addressed through a fair, timely and thorough investigation.

2) Workplace Policies

Sales Associates are Independent Contractors and DE does not control Sales Associates’ schedules or work environments; however, all Sales Associates are expected to follow all DE workplace policies when at/or performing Company work and/or performing licensed real estate activities. As Sales Associates identify themselves as affiliated with the Company, DE takes seriously any conduct or behavior by Sales Associates that are in violation of the law or DE workplace policies, which may lead to disciplinary action, up to and including termination of their engagement.

The Company strictly adheres to a policy of equal employment opportunity in hiring, recruiting, training and development, compensation, promotions and all other aspects of the engagement relationship by prohibiting discrimination of any kind against any Sales Associates, employees, applicants or interns (whether paid or unpaid) on the basis of race, creed, color, religion, sex, age, national origin, citizenship status or alienage, disability, pregnancy or related medical issue, military or qualified veteran status, familial status, marital status, partnership status, sexual orientation, gender, including gender identity, gender expression or transition status, genetic predisposition or carrier status, status as a victim of domestic violence, stalking and/or sex offenses or any other basis protected by applicable laws. These categories are called “Protected Categories.” Discrimination based on someone being a member of one of these

Protected Categories is illegal and strictly prohibited. Every Sales Associate is responsible for complying with this policy. Discrimination is not allowed and will not be tolerated anywhere in the offices of the Company or any other work‐related place.

3) Anti‐Harassment Policy

The Company is committed to maintaining a work environment free from discrimination and harassment, whether based on race, ethnicity, creed, color, religion, sex, age, national origin, citizenship status or alienage, disability, pregnancy status or related medical issue, military or qualified veteran status, familial status, marital status, partnership status, caregiver status, sexual orientation, gender, including gender identity, gender expression or transition status, genetic predisposition or carrier status, traits historically associated with race (including hair texture and protective hairstyles), COVID‐19 status, primary language or immigration status, status as a victim of domestic violence, stalking and/or sex offenses or any other protected basis. It is a violation of law, and expressly against DE policy, for any Sales Associate to engage in any conduct that denigrates or shows hostility or aversion towards an individual because of their race, ethnicity, creed, color, religion, sex, age, national origin, citizenship status or alienage, disability, pregnancy status or related medical issue, military or qualified veteran status, familial status, marital status, partnership status, caregiver status, sexual orientation, gender, including gender identity, gender expression or transition status, genetic predisposition or carrier status, traits historically associated with race (including hair texture and protective hairstyles), COVID‐19 status, primary language or immigration status, status as a victim of domestic violence, stalking and/or sex offenses or any other protected basis, and that (i) has the purpose or effect of creating a hostile working environment, (ii) has the purpose or effect of unreasonably interfering with an individual’s work performance or (iii) otherwise adversely affects an individual’s employment or engagement opportunities with the Company.

DE’s Anti‐Harassment Policy applies whether Sales Associates are on DE’s premises or at an off‐site industry‐related event, meeting, or conference. As independent contractors, Sales Associates control their own schedules and may attend certain work‐related events at their own discretion without DE’s knowledge. Sales Associates that experience or observe any conduct that violates this Policy or the law on DE’s premises or, where applicable, work‐related sites or events, must promptly notify the Company of the alleged misconduct.

Examples of harassment may include, but are not limited to, making jokes focusing on an individual’s age, race, creed, religion, color, ethnicity, national origin, alienage or citizenship status, sexual orientation, military status, veteran status, gender, gender identity, disability, predisposing genetic characteristics, familial status, or marital status, status as a victim of domestic violence, sexual abuse or stalking, or any other characteristic protected by law; using epithets or slurs; mocking, ridiculing or mimicking another’s culture, accent, appearance or customs; and displaying sexually explicit or racially derogatory material. Furthermore, the use of the Internet or e‐mail system or other business equipment for the purposes of displaying or transmitting offensive or otherwise inappropriate material is strictly prohibited.

Anyone who believes they are being discriminated against or harassed should report it in accordance with the Company’s Discrimination, Harassment and Retaliation Complaint and Investigation Procedure by contacting Douglas Elliman’s Executive Vice President and General Counsel, Deva Roberts (212) 891‐7217 or deva.roberts@elliman.com and Douglas Elliman’s Senior Vice President, Human Resources, Lisa Seligman at (212) 891‐7139 or Lisa.Seligman@elliman.com.

It is expressly against DE policy for any person to retaliate against any other person for making a legitimate complaint of discrimination, harassment and/or sexual harassment, or for cooperating in an investigation or testifying in an administrative or judicial proceeding in connection with any allegations of discrimination, harassment and/or sexual harassment. Accordingly, individuals who report incidents of discrimination, harassment and/or sexual harassment in good faith, or cooperate in an investigation or testify in an administrative or judicial proceeding regarding any such allegations, will not be subject to any form of retaliation.

Any Sales Associate who believes that they have been retaliated against, or who believes that he or she has witnessed any form of unlawful retaliation, is required to report it immediately to DE’s Human Resources department. The reporting and investigation of allegations of retaliation will follow the procedures set forth herein in the Company’s Discrimination, Harassment and Retaliation Complaint and Investigation Procedure. Any person found to have retaliated against an individual for reporting discrimination, harassment and/or sexual harassment, or for participating in an investigation of allegations of any such conduct, may be subject to disciplinary action, up to and including termination of their engagement.

4) Anti‐Sexual Harassment Policy

DE is committed to maintaining a workplace free from sexual harassment. Sexual harassment is a form of workplace discrimination and is illegal under federal, state, and local laws. DE has a zero‐tolerance policy for any form of sexual harassment, and all Sales Associates are required to work in a manner that prevents sexual harassment in the workplace. This policy is one component of DE’s commitment to a discrimination‐free work environment. Please refer to DE’s general Non‐Discrimination, Anti‐Harassment and Non‐Retaliation Policy, for information regarding DE’s policy in connection with other forms of discrimination or harassment.

Sexual harassment is against the law and Sales Associates are urged to report sexual harassment by filing a complaint internally with the Company’s Human Resources department. Sales Associates can also file a complaint when applicable with an appropriate authority.

1. This Policy applies to all Sales Associates, employees, applicants for employment, interns, whether paid or unpaid, contractors and persons conducting business with DE.

2. Sexual harassment will not be tolerated. Any Sales Associate covered by this policy who engages in sexual harassment or retaliation will be subject to remedial and/or disciplinary action, up to and including termination of their engagement with DE.

3. Retaliation Prohibition: No person covered by this Policy shall be subject to an adverse action because the Sales Associate reports an incident of sexual harassment, provides information, or otherwise assists in any investigation of a sexual harassment complaint. DE has a zero‐tolerance policy for such retaliation against anyone who, in good faith complains or provides information about suspected sexual harassment. Any Sales Associate who retaliates against anyone involved in a sexual harassment investigation will be subjected to disciplinary action, up to and including termination of their engagement. All Sales Associates who believe they have been subject to such retaliation should inform Human Resources.

4. Sexual harassment is offensive, a violation of our DE’s policies, unlawful, and may subject DE to liability for harm to targets of sexual harassment. Harassers may also be individually subject to liability.

5. DE will conduct an investigation whenever Human Resources receives a complaint about sexual harassment, or otherwise knows of possible sexual harassment occurring. DE will keep the investigation confidential to the extent possible. Effective corrective action will be taken whenever sexual harassment is found to have occurred.

6. Sales Associates must report any harassment or behaviors that violate this policy. DE has provided all Sales Associates with a complaint to report harassment and file complaints. The complaint form is attached to this Manual as Exhibit A Sales Associates may also ask Human Resources for a copy of this form. The complaint form can be e‐mailed directly to DE’s Senior Vice President, Human Resources, Lisa Seligman at Lisa.Seligman@elliman.com

What is “Sexual Harassment”?

Sexual harassment includes harassment on the basis of sex, sexual orientation, self‐identified or perceived sex, gender expression, gender identity and the status of being transgender.

Sexual harassment includes unwelcome conduct which is either of a sexual nature, or which is directed at an individual because of that individual’s sex when:

A. Such conduct has the purpose or effect of unreasonably interfering with an individual’s work performance or creating an intimidating, hostile or offensive work environment, even if the reporting individual is not the intended target of the sexual harassment;

B. Such conduct is made either explicitly or implicitly a term or condition of the Sales Associate’s contractual relationship with the Company; or

C. Submission to or rejection of such conduct is used as the basis for decisions affecting an individual’s working relationship with the Company.

A sexually harassing hostile work environment includes, but is not limited to, words, signs, jokes, pranks, intimidation, or physical

violence which are of a sexual nature, or which are directed at an individual because of that individual’s sex. Sexual harassment also consists of any unwanted verbal or physical advances, sexually explicit derogatory statements or sexually discriminatory remarks made by someone which are offensive or objectionable to the recipient, which cause the recipient discomfort or humiliation, which interfere with the recipient’s job performance.

Sexual harassment also occurs when a person in authority tries to trade job benefits for sexual favors. This can include hiring, promotion, continued engagement or any other terms, conditions, or privileges of engagement. This is also called “quid pro quo” harassment.

Any Sales Associate who feels harassed or observes sexual harassment occurring must report to Human Resources so that any violation of law and/or this policy can be corrected promptly. Any harassing conduct, even a single incident, will be addressed under this policy.

Examples of Sexual Harassment

The following describes some of the types of acts that may be unlawful sexual harassment and that are strictly prohibited:

 Physical acts of a sexual nature, such as:

o Touching, pinching, patting, kissing, hugging, grabbing, brushing against another Sales Associate’s body, or poking another Sales Associate’s body;

o Rape, sexual battery, molestation or attempts to commit these assaults.

 Unwanted sexual advances or propositions, such as:

o Requests for sexual favors accompanied by implied or overt threats concerning the target’s job performance evaluation, a promotion or other job benefits or detriments;

o Subtle or obvious pressure for unwelcome sexual activities.

 Sexually oriented gestures, noises, remarks, or jokes, comments about a person’s sexuality or sexual experience, which create a hostile work environment.

 Sex stereotyping occurs when conduct or personality traits are considered inappropriate simply because they may not conform to another person’s ideas or perceptions about how individuals of a particular sex should act or look.

 Sexual or discriminatory displays or publications anywhere in the workplace, such as:

o Displaying pictures, posters, calendars, graffiti, objects, promotional material, reading materials or other materials that are sexually demeaning or pornographic. This includes such sexual displays on workplace computers or cell phones and sharing such displays while in the workplace.

 Hostile actions taken against an individual because of that individual’s sex, sexual orientation, gender identity and the status of being transgender, such as:

o Interfering with, destroying, or damaging a person’s workstation, tools, or equipment, or otherwise interfering with the individual’s ability to perform the job;

o Sabotaging an individual’s work;

o Bullying, yelling, name‐calling.

Who can be a target of sexual harassment?

Sexual harassment can occur between any individuals, regardless of their sex or gender. While Texas Law protects employees, DE still affirmatively believes that a perpetrator of sexual harassment can be a superior, a subordinate, a coworker or anyone in the workplace, including an independent contractor, such as a Sales Associate, contract worker, vendor, client, customer, or visitor.

Where can sexual harassment occur?

Unlawful sexual harassment is not limited to the physical workplace itself. It can occur while Sales Associates are traveling for business or at Company sponsored events or parties. Calls, texts, e‐mails, and social media usage by Sales Associates can constitute unlawful workplace harassment, even if they occur away from the workplace premises, on personal devices, or during non‐work hours.

As independent contractors, Sales Associates control their own schedules and may attend certain industry‐related events at their own discretion without DE’s knowledge. Accordingly, Sales Associates that experience or observe any conduct that violates this Policy or the law on DE’s premises or, where applicable, work‐related sites or events, must promptly notify the Company of the alleged misconduct.

What is “Retaliation”?

Retaliation can be any action that could discourage a worker from coming forward to make or support a sexual harassment claim. An adverse action need not be job‐related or occur in the workplace to constitute unlawful retaliation (e.g., threats of physical violence outside of work hours). However, the retaliation provision is not intended to protect persons making intentionally false charges of harassment.

Reporting Sexual Harassment

Preventing sexual harassment is everyone’s responsibility. DE cannot prevent or remedy sexual harassment unless it knows about it. Sales Associates who have been subjected to behavior that may constitute sexual harassment must report such behavior Human Resources. Any Sales Associate who witnesses or becomes aware of potential instances of sexual harassment must report such behavior by contacting DE’s Senior Vice President, Human Resources, Lisa Seligman at (212) 891‐7139 or Lisa.Seligman@elliman.com

Reports of sexual harassment may be made verbally or in writing. A form for submission of a written report is attached to this Policy as Exhibit A, and all Sales Associates are encouraged to use this complaint form. Sales Associates who are reporting sexual harassment on behalf of other individuals should use the complaint form and note that it is on another individual’s behalf.

Sales Associates who believe they have been a target of sexual harassment may also seek assistance in other forums where available.

NON‐RETALIATION

It is expressly against DE policy for any person to retaliate against any other person for making a legitimate complaint of discrimination, harassment and/or sexual harassment, or for cooperating in an investigation of any allegations of discrimination, harassment and/or sexual harassment. Accordingly, individuals who report incidents of discrimination, harassment and/or sexual harassment in good faith, or who cooperate in an investigation regarding any such allegations, will not be subject to any form of retaliation.

Any Sales Associate who believes that he or she has been retaliated against, or who believes that he or she has witnessed any form of unlawful retaliation, is required to report it immediately to Human Resources. The reporting and investigation of allegations of retaliation will follow the procedures set forth in the below Discrimination, Harassment and Retaliation Complaint and Investigation Procedure Complaint, as described herein.

5) Workplace Violence

We are committed to providing a safe environment for Sales Associates, employees, and clients. DE will not tolerate any form of violence, threats of violence, intimidation of others or attempts to instill fear in coworkers. All threats of violence will be assumed to have been made with the intent to carry them out. The possession of weapons on Company premises, or while on Company business or Company sponsored events, is strictly prohibited.

The following list of behaviors, while not inclusive, provides examples of conduct that is strictly prohibited:

1. Causing physical injury to another person.

2. Making threatening remarks.

3. Aggressive or hostile behavior that creates a reasonable fear of injury to another person or subjects another individual to emotional distress.

4. Intentionally damaging any Company property or property of a Sales Associate, employee, visitor, or guest.

5. Possession of any type of weapon or explosives while on Company property or while on Company business.

6. Committing acts motivated by, or related to, sexual harassment or domestic violence.

Anyone who exhibits threatening behavior or threatens to commit, or actually commits a violent act upon another person will be removed as quickly as safety permits and will remain away from the job pending an investigation of the incident. Sales Associates who commit such acts off Company premises, but whose actions impact the workplace, are also violating this policy. Any violation of this policy will result in disciplinary action up to and including immediate termination of employment/engagement and notice to appropriate law enforcement authorities.

All Sales Associates have the responsibility to report any situations that may have a risk of workplace violence to their Sales Manager, or to the Human Resources Department.

DISCRIMINATION, HARASSMENT, AND RETALIATION COMPLAINT AND INVESTIGATION PROCEDURE

All complaints or information about suspected discrimination, harassment (including, but not limited to, sexual harassment), and/or retaliation will be investigated, whether that information was reported in verbal or written form. Investigations will be conducted in a timely manner and will be confidential to the extent possible.

An investigation of any complaint, information or knowledge of suspected discrimination, harassment, and/or retaliation will be prompt and thorough, and should be completed within thirty (30) days. The investigation will be confidential to the extent possible. All persons involved, including complainants, witnesses, and alleged perpetrators will be accorded due process to protect their rights to a fair and impartial investigation.

Any Sales Associate may be required to cooperate as needed in an investigation of suspected discrimination, harassment, and/or retaliation. Sales Associates who participate in any investigation will not be retaliated against.

Investigations will be done in accordance with the following steps:

1. Upon receipt of complaint, DE, or its designated representative, will conduct an immediate review of the allegations, and take any interim actions, as appropriate. If the complaint is oral, DE shall encourage the individual to complete the “Complaint Form” (attached hereto as Exhibit A) in writing. If they refuse, DE, or its designated representative, will prepare a Complaint Form based on the oral reporting. A copy of the “Complaint Form” may also be obtained from Human Resources.

2. If documents, e‐mails, or phone records are relevant to the allegations, DE will take steps to obtain and preserve them.

3. DE will request and review all relevant documents, including all electronic communications.

4. DE will interview all parties involved, including any relevant witnesses.

5. DE creates a written documentation of the investigation (such as a letter, memo, or E‐mail), which contains the following:

a. A list of all documents reviewed, along with a detailed summary of relevant documents;

b. A list of names of those interviewed, along with a detailed summary of their statements;

c. A timeline of events;

d. A summary of prior relevant incidents, reported or unreported; and

e. The final resolution of the complaint, together with any corrective actions action(s).

6. DE keeps the written documentation and associated documents in their records.

7. DE promptly notifies the individual who complained and the individual(s) who responded of the final determination and implements any corrective actions identified in the written document.

8. DE informs the individual who complained of their right to file a complaint or charge externally as outlined above.

If an investigation results in a finding that a Sales Associate knowingly made a false complaint, or a witness knowingly made a false statement, disciplinary action may be taken, up to and including termination of their engagement with DE.

LEGAL PROTECTIONS AND EXTERNAL REMEDIES

Sexual harassment is not only prohibited by DE, but is also prohibited by state, federal, and, where applicable, local law.

Aside from the DE’s internal process, Sales Associates may also choose to pursue legal remedies with the following governmental entities. While a private attorney is not required to file a complaint with a governmental agency, Sales Associates may seek the legal advice of an attorney.

The Texas Workforce Commission’s Civil Rights Division’s contact information is:

Texas Workforce Commission

Civil Rights Division

101 E 15th St, Guadalupe CRD

Austin, TX 78778‐0001

EEOintake@twc.texas.gov

512‐463‐2642 (phone); 888‐452‐4778 (Texas only) https://www.twc.texas.gov/

The website has an intake form that can be filed out online.

Local Protections

Many localities enforce laws protecting individuals from sexual harassment and discrimination. An individual should contact the county, city, or town in which they live to find out if such a law exists. For example, Sales Associates who work in Houston may learn more from the Texas Health and Human Services Civil Rights Office at:

HHSC Civil Rights Office

Health and Human Services Commission

701 W. 51st St.

MC W206

Austin, Texas 78751

Phone: 888‐388‐6332 or 512‐438‐4313

Fax: 512‐438‐5885

Email: HHSCivilRightsOffice@hhsc.state.tx.us

or visit https://www.hhs.texas.gov/about/your‐rights/civil‐rights‐office/filing‐a‐discrimination‐complaint

Contact the Local Police Department

If the harassment involves unwanted physical touching, coerced physical confinement or coerced sex acts, the conduct may constitute a crime. Contact the local police department.

Lighthouse Services, Inc. (“Lighthouse”)

If an individual does not feel comfortable reporting a concern internally, DE has arranged for anonymous and confidential reporting of any known or suspected serious improper conduct. The following reporting alternatives have been arranged through Lighthouse, an outside, independent service provider. Any of the following alternatives allow an individual to make an initial report without divulging their name.

Toll Free Hotline:

• English‐speaking North America Hotline: 800‐398‐1496

• Spanish‐speaking North America Hotline: 800‐216‐1288

Email: reports@lighthouse‐services.com

Web: lighthouse‐services.com/ELLIMAN

Click on Report Incident link

Username: Elliman

Password: report

Mailing address for written documents:

Douglas Elliman Complaints

Lighthouse Services, Inc.

1710 Walton Road, Julie 204 Blue Bell, PA 19422

Fax Number: 215‐689‐3885

Information provided may be the basis of an internal and/or external investigation. The reporting individual’s anonymity will be protected to the extent practicable and permissible under applicable law, however the individual’s identity may become known during the course of the investigation. Matters reported to Lighthouse will be submitted by Lighthouse to DE or its designee. Each matter will be reported to the Audit Committee of the Board of Directors of DE’s parent, Douglas Elliman LLC and may or may not be investigated by the Audit Committee or its designee(s), based on applicable legal requirements and the relevant facts and circumstances.

6) Arbitration Process for Internal Dispute Resolution

For purposes of resolving any disputes between Sales Associates relating to commissions, splits, referrals, or the division thereof; the following represents the mandatory internal arbitration procedure under the supervision of the Legal Department. All such disputes must be commenced within six (6) months of the closing of the transaction in dispute or the matter will be deemed closed, and no party shall have any rights as against the other.

THE FOLLOWING REPRESENTS THE SOLE FORUM FOR RESOLVING DISPUTES AMONGST SALES ASSOCIATES AND IS MANDATORY IN SUCH SITUATIONS.

OUTLINE OF THE ARBITRATION PROCESS:

1. FILE A CLAIM: A claimant initiates a request for arbitration by filing a written statement of claim form that specifies the relevant facts and requested remedy.

2. ANSWER A CLAIM: A respondent responds to an arbitration claim by filing a written answer that specifies the relevant facts and available defenses to the statement of claim.

3. ARBITRATOR SELECTION: Arbitrator selection is the process in which the parties receive lists of potential arbitrators and select the panel to hear their case.

4. DISCOVERY: Discovery is the exchange of documents and information in preparation for the hearing. All Discovery must be completed two (2) weeks prior to originally scheduled arbitration date.

5. HEARINGS: The parties and arbitrators meet in person (or by videoconference) to conduct the hearing in which the parties present arguments and evidence in support of their respective cases.

6. DECISION & AWARDS: After the conclusion of the hearing, the arbitrators deliberate the facts of the case and render a written decision called an award. The decision will be made within thirty (30) days of arbitration hearing.

ARBITRATION PROCESS DETAILS:

File a Claim:

a. The arbitration process begins with a party filing a Statement of Claim form. The party who files the Statement of Claim is called a claimant. The party against whom the Statement of Claim is filed is called the respondent.

b. The Statement of Claim form should provide, in writing, the details of the dispute, including relevant dates, names of entities and individuals involved, and the amount of relief requested and the respondent(s) from whom the claimant is seeking relief or damages.

c. The Statement of Claim form shall be first sent to claimant’s manager with an electronic copy to Douglas Elliman’s Executive Vice President and General Counsel, Deva Roberts, at deva.roberts@elliman.com and a hardcopy via mail to the Legal Department, c/o Catherine Lee, Esq., 2001 Kirby Drive, Suite 600, Houston, Texas 77019.

d. Once the filing requirements are met, the Legal Department will serve the Statement of Claim on the respondent(s) identified in the Statement of Claim and such respondent(s)’ manager. If the filing requirements have not been met, the Legal Department will notify the claimant of the deficiency, so that the claimant may correct the problem. Once the claimant corrects the deficiency, the Legal Department will serve the Statement of Claim on the respondent(s) identified in the Statement of Claim.

Answer a Claim:

a. An answer is a written document that specifies the relevant facts and provides explanation and any available defenses to the Statement of Claim. A respondent files an answer to the claimant’s Statement of Claim.

b. If a respondent is named in an arbitration matter, the respondent(s) must file with the Legal Department an answer within fifteen (15) days of receipt of the Statement of Claim. Upon good written cause, the Legal Department may give an extension of up to an additional ten (10) days.

c. The Legal Department will provide copies of the answer to those arbitrators selected to hear and determine the dispute.

d. Failure to answer in a timely fashion shall prevent the respondent(s) from being able to present evidence at the arbitration hearing and the arbitration shall be heard based solely upon the merits of the complaint and any supporting evidence provided by the claimant.

Arbitrator Selection:

a. The arbitrator selection process begins after the answer is due, regardless of whether the respondent answers a claim. After the answer is due, the Legal Department will provide to all parties a list(s) of arbitrators, made up of managers of DE, excluding those managers with whom the parties are affiliated.

b. Parties will review the information, strike up to two (2) arbitrators from the lists that they do not want on their panel, and rank the remaining choices. After parties have deleted arbitrators and ranked their choices, they shall submit their ranked lists to the Legal Department within five (5) days of receipt of the list. The Legal Department combines the parties’ ranked lists and appoints the three (3) highest ranked available arbitrators from the list to serve on the panel.

Discovery Process:

a. The discovery process allows the parties to obtain facts and information from other parties to the arbitration in order to support their own case and prepare for the hearing. The Arbitration Procedure requires parties to cooperate with each other to the fullest extent practicable in the voluntary exchange of documents and information to expedite the arbitration process. However, no requests for information may be made less than two (2) weeks prior to the originally scheduled arbitration hearing date.

b. Any party may object to a discovery request if it asks the party to provide documentation and information that a party believes is, for example, not timely, overly burdensome, not within the party’s control, not relevant to the case, or involves confidential or privileged information. Objecting to a discovery request means the party that is the subject of the request argues that the party does not have to provide the documentation or information requested. The objection (the “Objection”) must clearly state in writing the request to which the party is objecting and why, and send the written objection to all parties in the case.

c. If the parties cannot agree on their own how to resolve any discovery dispute, then the party who still wants more documents or information may make a request to the arbitrators, within three (3) business days of the Objection, to compel the reluctant party to produce the requested documents. The requesting party should explain to the arbitrators why the discovery is relevant and necessary to the case and ask the panel to issue an order compelling production.

d. If a party fails to produce documents or information required by discovery, the arbitrators may issue sanctions against that party. Sanctions could include prohibiting a party from admitting evidence; drawing an adverse inference against the party; and even dismissing a claim, defense, or even the entire case.

Hearing:

The hearing will take place in a conference room at 2001 Kirby Drive, Suite 600, Houston, Texas 77019, or by videoconference. The Hearing will be conducted in this order generally, although the arbitrators have authority to change the order:

1. The Legal Department’s statement;

2. Opening statement from each party (optional);

3. Presentation of facts of the case to arbitrators, including documents and live or written testimony – claimant;

4. Presentation of facts of the case to arbitrators, including documents and live or written testimony – respondent;

5. Presentation of any counter‐claims, cross‐claims, or third‐party claims;

6. Rebuttal evidence;

7. Closing statements (claimant can choose to go last);

8. Arbitration panel closes the record.

No arbitration shall continue for more than two (2) hours.

Testimony and Evidence:

a. During the arbitration hearing, a claimant seeks to prove the claims that are alleged in the Statement of Claim, and respondent(s) try to establish any defenses to those claims and seek to prove any counterclaims.

b. Arbitrators usually accept two (2) types of proof: oral testimony by witnesses and documentary evidence. Parties are required to inform the other party or parties of witnesses they intend to call and provide copies of any documents or other materials that they plan to use at the hearing as evidence. Also, parties need to arrange for witnesses and all documentary evidence to be available for presentation at the hearing.

c. At the hearing, all parties will be present in the room with the arbitrators. The Legal Department opens the hearing to cover administrative matters. Each party then has the option to give an opening statement outlining what it intends to prove during the hearing.

Direct and Cross Examination:

a. Generally, each claimant then calls witnesses to testify on their behalf as to facts within the witnesses’ personal knowledge. The claimant conducts a direct examination or asks questions of any witnesses it calls to testify.

b. The arbitrators (but not he parties or their attorneys, if any) may ask questions of claimant’s witnesses, during what is known as “cross examination.” The respondent(s) may use rebuttal evidence to contradict the claimant’s arguments or evidence.

c. Once the claimants have presented their case, the respondent(s) also have the right to call witnesses and offer relevant exhibits to present their case to the arbitrators. Only the arbitrators may question these witnesses (not the parties or their attorneys). The claimants may use rebuttal evidence to contradict the respondent’s arguments or evidence.

Exhibits:

a. Parties may offer into the record as exhibits any documents they would like the arbitrators to consider as evidence. Such evidence must be presented to the arbitrators two (2) weeks prior to the originally scheduled hearing. An exhibit is a document produced and shown to an arbitration panel during a hearing.

b. Parties may argue that any evidence presented by another party should not be considered in the arbitrators’ decision by objecting orally at the hearing. After considering the objecting party’s reasons for excluding the evidence, the arbitrators will examine the documents presented to determine if they will be admitted into evidence and into the case record.

Closing Statements:

a. Once all parties have presented all their evidence on any claims and counterclaims, all parties generally make a closing statement, summing up the evidence and arguing to the panel what they believe they have proven and what they contend the other side has not proven.

b. Claimants will usually repeat their request for damages and any other relief, and provide specific calculations supporting their request for a damages amount.

Decision & Awards:

a. After the conclusion of the hearing, the arbitrators deliberate the facts of the case and render a written decision called an award

b. After closing the record, the arbitration panel considers all of the evidence, deliberates together, and decides what relief the claimant is entitled to, if any.

c. In the three‐arbitrator panel, an award is based on the vote of a majority of the arbitrators; a unanimous decision is not required.

d. Awards must be in writing, but arbitrators are not required to write opinions or provide explanations or reasons for their decision. The panel will issue an award within thirty (30) days from the date the record is closed.

e. All awards rendered are final and are not subject to review or appeal.

f. In an award, the panel will decide whether to assess any costs and fees against any party, and how to allocate those costs and fees among the parties.

g. Once the award is signed by a majority of the arbitrators. The Legal Department will send copies of the signed award to each party and their respective manager.

III. TRAINING POLICIES AND PROCEDURES

Attendance

 All Sales Associates who are new to DE and are newly licensed should attend all required training classes and be on time to all events or meetings to assure that they fully understand Fair Housing Laws, Anti‐Discrimination Laws and all State and Federal related legislation and regulations. Poor attendance will jeopardize the Sales Associate’s probationary period at DE.

 Sales Associates who are new to DE, but are experienced associates, must attend all classes which their Sales Manager recommends. Although the entire program is recommended, we ask that Sales Associates please register in advance for those classes their Sales Manager has recommended with DE Training.

 If Sales Associates know in advance that they will be unable to attend a class, their absence must be excused, in writing, by their Sales Manager.

 Sales Associates are not to schedule any appointments which conflict with any training classes.

 If Sales Associates are ill, they must advise their Sales Manager prior to the training class.

 If a Sales Associate misses a class, such Sales Associate is responsible for collecting all handouts from their Sales Manager and will be expected to make up the class when the course module is next offered (typically the following month).

Lateness

 Arriving to class late is unacceptable. If Sales Associates arrive more than five (5) minutes late, admittance to the class will be at the individual instructor’s discretion.

Dress Code

 All trainees are expected to wear business attire.

Electronic Devices

 Please turn all cell phones and electronic devices off during classes.

Classroom/Kitchen Etiquette

 While bringing food into the classroom is discouraged, we ask that Sales Associates discard all food in the trash receptacles and make every effort to keep the room clean.

Office Etiquette

 We invite Sales Associates to seek help from staff members if they encounter any difficulties. Please keep in mind that this is an active office, and we want to assist Sales Associates in any way we can. Sales Associates are asked to please let their Sales Manager know if they experience any difficulties.

ENROLLMENT

All Sales Associates must keep their contact information up to date and on file, such as their mailing address, personal e‐mail address, and mobile number.

IV. LISTINGS

Listings are the lifeblood of DE. The goal of DE is to convert a listing to a sale, so prompt attention to details and facts, plus consistent updating of changes in those facts are essential.

We all respond to descriptive language rather than numerical language. It is easier for a Sales Associate to pre‐sell a property with gorgeous verbiage than with numbers of rooms and baths alone.

When we take a listing from an owner, we have a fiduciary responsibility to the seller. The recording of co‐broker information accurately is a large part of that responsibility.

A listing may not be shown or advertised unless it is in the computer as an active listing and permission from the owner has been obtained.

All listings must be entered into the MLS system by the Sales Associate or Business Operations Department in order to receive proper listing credit, if any. Pursuant to the NAR’s MLS Clear Cooperation Policy, the listing Sales Associate must also submit all applicable Listings to the MLS for cooperation with other MLS participants within one (1) business day of dissemination to the public. Additional information on the Clear Cooperation Policy can be found at: https://www.nar.realtor/about‐nar/policies/mls‐clear‐cooperation‐policy

A Transaction Fee (“Transaction Fee”) of $500.00 per listing side is required to be collected at the close of all exclusive or co‐exclusive residential listing sales. To collect the fee, Sales Associates must include the words “A Transaction Fee of $500.00” on line 5.D.3. of the T.A.R. Residential Real Estate Listing Agreement. Sales Associates who neglect to charge the Transaction Fee or who waive the Transaction Fee for their clients shall have it deducted from their net commission. Properties obtaining no less than a 3% list‐side commission, new development listings, and/or listings placed with agents by the Relocation Department may be exempted from the Transaction Fee by a Sales Manager or Regional Executive, in writing.

The commission must be listed correctly. If an inaccurate commission is listed, the listing Sales Associate will be penalized. If a commission changes during the course of the listing term, it must be changed in the MLS system and StudioPro by the Sales Associate with written notification to the Business Operations Department. Any errors caused by this omission will be paid for out of the listing Sales Associate’s split.

All listings will be uploaded into StudioPro by Sales Associates within twenty‐four (24) hours of obtaining the signed listing, even if a listing is not disseminated to the public, and Sales Associates should confer with their state and local realtors associations with regard to the timing of updating exclusives after a contract is signed.

All advertising, marketing, and/or informational pieces are to be approved before their use with the public. It is the responsibility of the Sales Associate to obtain approval from the Marketing Department prior to usage. All advertising must include the DE name, and if a Sales Associate desires to include their name, it is to be the name as it appears on their Texas real estate license or otherwise registered with TREC. If DE or an associate has a financial interest in the property, that fact must also be included in the advertising piece. For more please see the policies on Personal Residences and Investment Property.

All Texas listing are exclusive listings, which are written listings signed by the seller and DE, as the broker, wherein DE agrees to offer marketing services and DE’s expertise in realty in exchange for being the only agency to offer the property, and guarantees DE’s commission payment regardless of who secures the buyer. All listings MUST be in writing – no verbal exclusives will be accepted or recognized.

Active listings will go live to the website only after the fully executed listing agreement is on file with the Business Operations Department.

Information required for a DE Listing, which must be entered into MLS:

 Correct address and unit number

 Owner’s name, telephone number and e‐mail address (which will only be viewable by the Sales Associate and DE Management and staff)

 Accurate room count and breakdown

 Price, HOA fees, maintenance charges, assessments, and real estate taxes

 Showing instructions

 Commission – No listings may be taken under 6% without a Sales Manager’s approval

 Correct square footage with acceptable documentation from the appraisal district, owner, survey, or private appraisal

 Room sizes

 Exposures/views

 Condition

 Full and accurate description of the property

 Photos and detailed description for each

It is required that DE has the owner’s name, phone number, and e‐mail address in StudioPro. Sales Associates must provide accurate owner contact(s) and not obfuscate or create misleading or fraudulent contact information. Sales Associates may not insert their own

contact information in place of the correct owner contact information. This information is only accessible by the Exclusive Sales Associate and Management in case of emergency. Sales Associates may not delete Owner Information in StudioPro for any reason. Only the Exclusive Sales Associate can update his/her listing information through the Business Operations Department.

A reminder: The listing Sales Associate is responsible for assuring that all information submitted on the listing is accurate including the correct maintenance, expenses, and commission being paid by the seller. If an inaccurate commission is listed or sent out, the listing Sales Associate will be penalized. If an exclusive is sent out with an incorrect commission amount (or, if no commission amount, in which case it will be assumed to be at 6%) then the difference in the commission payable to the co‐broker will be paid by the Exclusive Sales Associate.

All listings must have an expiration date. Upon the date of expiration, the listing converts to an “open” listing and falls off the DE website automatically at 12:01 AM. If an exclusive is being extended by the seller, it is important to secure the extension before the expiration date and submit the executed extension to the Business Operations Department. If the property is under contract at the time of expiration, the Sales Associate should still obtain the extension through the date of the closing.

No Sales Associate shall solicit the owner of a property during the term of any exclusive, including any DE exclusive listing held by another Sales Associate. If the owner of such a property contacts or solicits another Sales Associate about representing that owner in the sale or lease of the subject property during the term of such exclusive listing, that Sales Associate must report this contact to the Sales Associate’s Sales Manager. The Sales Manager will advise the Sales Associate of the proper procedure to follow.

During the term of a DE Exclusive Listing, if a new Sales Associate in the same office is assigned to the transaction for any reason whatsoever, then it is up to the discretion of the Sales Manager of that office as to how, if at all, the listing portion of the exclusive will be split. The Sales Manager’s decision will be final. However, if the issue arises between two offices, then the Sales Managers of each office will try to resolve the issue. In the absence of a resolution, then the new Sales Associate will automatically pay the first Sales Associate a 25% referral fee if the property is sold to a purchaser during the terms of the original exclusive listing agreement.

Development properties managed by the New Development division shall be exempt from this policy; however, development properties not under New Development shall be treated as any other listing and shall be governed under this policy.

All Exclusive Listings are the property of DE. If a Sales Associate departs, all exclusives will remain with DE and be assigned to another Sales Associate as directed by Management. Departing Sales Associates who transfer DE exclusive listings to any new brokerage, must pay back to DE a 25% referral fee for those listings.

When two (2) Sales Associates share a signed exclusive listing, an agreement must be in place between two (2) Sales Associates to address how the “buy” side of the commission are to be shared. In the absence of a written agreement, the commissions on the “buy” side will be split 50/50 between the two (2) Sales Associates (even if the two (2) Sales Associates are on a team).

ADVERTISING ON THE DE WEBSITE

All advertisements for Rental Properties (Exclusive or Op or Open) must comply with all applicable Fair Housing Law and Advertising Regulations (e.g., 42 U.S.C. 3601‐3619). The disposition of the brokerage commission is absolutely not to be mentioned in the description of any property being advertised on DE’s website. Terms such as ‘No Fee,’ ‘Reduced Fee,’ or ‘Courtesy Listing’ are not allowed.

FAIR HOUSING LAWS

All advertisements must comply with Fair Housing laws. The FHA prohibits the making, printing, and publishing of advertisements which state a preference, limitation, or discrimination on the basis the protected categories described in this handbook.

Selective Advertisements. The selective use of advertising media or content when particular combinations thereof are used exclusively with respect to various housing developments or sites can lead to discriminatory results and may indicate a violation of the FHA. The following are examples of the selective use of ads:

 Strategic placement of billboards; brochure ads distributed within a limited geographic area by hand or in the mail; advertising in particular geographic coverage editions of major metropolitan newspapers or in newspapers of limited circulation which are mainly advertising vehicles for reaching a particular segment of the community; or displays or announcements available only in selected sales offices.

 Placing the equal housing opportunity slogan or logo in advertising reaching some geographic areas, but not others, or with respect to some properties but not others.

Permitted and Unpermitted Language. In addition to the well‐known words, phrases, symbols, and forms typify those most often used in residential real estate advertising to convey either overt or tacit discriminatory preferences or limitations, the following should be noted:

 Words and phrases used in a discriminatory context should be avoided, e.g., restricted, exclusive, private, integrated, traditional, board approval, or membership approval.

 Directions to real estate for sale or rent (use of maps or written instructions) can imply a discriminatory preference, limitation, or exclusion. E.g., references to real estate location made in terms of racial or national origin significant landmarks, such as an existing black development (signal to blacks) or an existing development known for its exclusion of minorities (signal to whites). Specific directions which reference a racial or national origin significant area may indicate a preference. References to a synagogue, congregation or parish may also indicate a religious preference.

 When using area (location) descriptions, names of facilities which cater to a particular racial, national origin or religious group, such as country club or private school designations, or names of facilities which are used exclusively by one sex may indicate a preference.

 For the specified protected groups, please refer to the below:

1. Race, Color, National Origin. Use of words describing the housing, the current or potential residents, or the neighbors or neighborhood in racial or ethnic terms (i.e., white family home, no Irish) create liability. However, ads which are facially neutral will not create liability – e.g., complaints over use of phrases such as master bedroom, rare find, or desirable neighborhood are not applicable.

2. Religion Ads which use the legal name of an entity which contains a religious reference (for example, Roselawn Catholic Home), or those which contain a religious symbol, (such as a cross), standing alone, may indicate a religious preference. However, if such an ad includes a disclaimer (such as the statement “This Home does not discriminate on the basis of race, color, religion, national origin, sex, handicap or familial status”) it will not violate FHA rules. Ads containing descriptions of properties (apartment complex with chapel), or services (kosher meals available) do not on their face state a preference for persons likely to make use of those facilities and are not violations.

3. Sex Use of the term “master bedroom” does not constitute a violation of either the sex discrimination provisions, or the race discrimination provisions. Terms such as “mother‐in‐law suite” and “bachelor apartment” are commonly used as physical descriptions of housing units and do not violate FHA rules.

4. Handicap. Ads should not contain explicit exclusions, limitations, or other indications of discrimination based on handicap (i.e., no wheelchairs). Ads containing descriptions of properties (great view, 4th floor walk‐up, walk‐in closets), services or facilities (jogging trails), or neighborhoods (walk to bus‐stop) do not violate the FHA rules. Ads describing the conduct required of residents (“non‐smoking”, “sober”) do not violate the FHA rules. Ads containing descriptions of accessibility features are lawful (wheelchair ramp).

5. Familial Status Ads may not contain limitations on the number or ages of children, or state a preference for adults, couples, or singles. Ads describing the properties (3‐bedroom, cozy, family room), services and facilities (no bicycles allowed) or neighborhoods (quiet streets) are not facially discriminatory.

Evidence of Compliance. In the investigation of complaints, the below will be considered in the implementation of fair housing policies and practices as evidence of compliance:

 Use of Equal Housing Opportunity logotype, statement, or slogan. All advertising of residential real estate for sale, rent, or financing should contain an Equal Housing Opportunity (“EHO”) logotype, statement, or slogan as a means of educating the home‐seeking public that the property is available to all persons regardless of race, color, religion, sex, handicap, familial status, or national origin.

The choice of logotype, statement or slogan will depend on the type of media used (visual or auditory) and, in space advertising, on the size of the advertisement. See guidance below.

 Use of Human Models. Human models in photographs, drawings, or other graphic techniques may not be used to indicate exclusiveness because of race, color, religion, sex, handicap, familial status, or national origin. If models are used in display advertising campaigns, the models should be clearly definable as reasonably representing majority and minority groups in the metropolitan area, both sexes, and, when appropriate, families with children. Models, if used, should portray persons in an equal social setting and indicate to the general public that the housing is open to all without regard to race, color, religion, sex, handicap, familial status, or national origin, and is not for the exclusive use of one such group.

 Coverage of Local Laws. Where the EHO statement is used, the advertisement may also include a statement regarding the coverage of any local fair housing or human rights ordinance prohibiting discrimination in the sale, rental, or financing of dwellings.

Standards for Print Media. In the investigation of complaints, the below will be considered in the implementation of fair housing policies and practices as evidence of compliance:

 Graphics: Graphics available for printing are http://www.hud.gov/library/bookshelf11/hudgraphics

 Sizing:

1/2 page or larger 2 x 2

1/8 page up to 1/2 page 1 x 1 4 column inches to 1/8 page 1/2 x 1/2 Less than 4 column inches Do Not Use

 In any other ads, the logo should be of a size at least equal to the largest of the other logotypes. If no other logotypes are used, then the type should be bold display face which is clearly visible or 3‐5% of an advertisement may be devoted to a statement of the equal housing opportunity policy.

 In space advertising which is less than 4 column inches (1 column 4” long or 2 columns 2” long) of a page in size, the Equal Housing Opportunity slogan should be used. Such ads may be grouped with other advertisements under a caption which states that the housing is available to all without regard to race, color, religion, sex, handicap, familial status, or national origin.

 Equal Housing Opportunity Statement: We are pledged to the letter and spirit of U.S. policy for the achievement of equal

housing opportunity throughout the Nation. We encourage and support an affirmative advertising and marketing program in which there are no barriers to obtaining housing because of race, color, religion, sex, handicap, familial status, or national origin.

 Equal Housing Opportunity Slogan: “Equal Housing Opportunity.”

DE takes pride in presenting a quality representation of all listings on its website including digital (or professional pictures), floor plans, and complete descriptions. However, considering the amount of time it could take to access a listing for photographs, a listing without photographs will be up on the website for forty‐eight (48) hours. If no photographs have been put onto the listing after that time, the listing will be removed. Keep in mind that a photograph of the exterior of the building, the building lobby, roof garden, swimming pool, etc. is all that is required to keep the listing on the DE website until other interior shots can be inserted into the listing.

Also, it is the Sales Associate’s responsibility to arrange virtual tours. This is not a requirement but is strongly encouraged. Please note: Only new developments are allowed to repeat the same virtual tour on each listing pertaining to that particular project.

Any questions regarding any of these matters should be addressed with the Sales Manager who will be able to assist the Sales Associate in setting up and completing the listing page requirements.

CREDIT REPORTS

For all lease applicants, Sales Associates must obtain client/customer signatures on the TAR Residential Lease Application, which includes an authorization for the landlord to obtain a copy of the applicant’s credit report and background check, should a credit report be required by the landlord.

Under no circumstances are Sales Associates to run credit reports for their prospective tenants, reach out to mortgage brokers to run a credit report, or share a prospective tenant’s credit report with any individual or entity aside from the landlord without obtaining pre‐approval from the tenant and after consulting with their Sales Manager.

The Sales Associate should check with their Sales Manager if they have any questions with respect to their tenant obtaining credit reports or sharing a credit report.

SUCCESS TEAM

All requests submitted by email to the Success Team will be processed within one (1) business day. Requests missing relevant content and/or submitted by phone will be delayed.

Hours: 9:00 a.m. – 5:00 p.m. Monday‐Friday

SIGNS

The Sign Department can be contacted at tx.signs@elliman.com for assistance with property signage.

V. COMMISSIONS

We firmly believe that the name “Douglas Elliman”, combined with the right tools and best management in real estate, enable our Sales Associates to exceed their financial goals. Our commission schedule is highly competitive and represents one of the strongest packages in the marketplace. Our ability to offer our unique initiatives, marketing, and technology cannot be duplicated by any other firm.

All commissions, fees, compensation, or consideration of any kind paid to a Sales Associate shall be subject to a 6% Corporate Allocation Fee off the top (the gross) to cover administration, support, resources, staff, and other fees and costs.

For example, if $100,000 in gross commission is earned and the Sales Associate’s split is 50/50, then $6,000 (which is $100,000 x 6% Corporate Allocation Fee) is paid to Douglas Elliman Corporate as a Corporate Allocation Fee, and then the Sales Associate receives $47,000 (which is 50% of the $94,000 remainder) in commission income.

COMMISSION RATES FOR RENTALS

DE’s standard Company commission rate is one (1) full month’s rent. Any exception to this practice requires the Sales Associate’s Sales Manager’s prior approval. In the absence of their approval, any reduction in the commission will be taken from the Sales Associate’s end of the commission.

COMMISSIONS AND SPLITS FOR SALES ASSOCIATES (RESALE)

DE reserves the right to impound in its escrow account any commission received on a transaction in which there is an indication or evidence of pending legal action or cost to be incurred to prosecute, defend, or settle a dispute in reference to said commission and to meet any expense incurred to defend the commission directly from funds withheld.

Commission splits are subject to change without notice and are within the prerogative of Management. All commissions are subject to a 6% Corporate Allocation Fee as provided herein.

Moreover, DE shall have the right to recoup any unpaid fees, advances, or allowances provided to a departing Sales Associate, including but not limited to advertising allowances, assistant reimbursements, travel allowances (i.e., car services), recruitment bonuses, travel and entertainment allowances, replacement for key fobs, parking, and other access fees, CoStar subscriptions costs, and other expenses advanced by DE or paid or reimbursed by DE to the departing Sales Associate during the previous twelve (12) months.

In addition, DE shall have the right to recoup any commission splits paid to a departing Sales Associate in the eighteen (18) months prior to his/her departure, in excess of the split level to which the departing Sales Associate was entitled according to DE Policies. For the purposes hereof, such excess commission splits may be “bonuses” for the achievement of gross commission income levels, public relations bonuses, by manager approval or otherwise.

DE shall have the right to recoup bonuses paid to a departing Sales Associate in excess of their normal split level (“Bonuses”). For the purposes hereof, such bonuses include, but are not limited to, bonuses awarded for the achievement of gross commission income levels, public relations bonuses, by manager approval or otherwise, or any other bonuses as determined by DE at its sole and absolute discretion.

PERSONAL RESIDENCE/INVESTMENT PROPERTY – LEASE, SALE, OR PURCHASE BY SALES ASSOCIATE

Sales Associate as Buyer or Tenant

A Sales Associate can represent himself or herself in purchasing or leasing (as a tenant) their personal residence (meaning a residence owned and occupied by the Sales Associate alone or with a spouse, partner, or immediate family member) or investment property (meaning where the Sales Associate controls the investment property), each such transaction referred to herein as a “Personal Transaction.”

For such Personal Transactions, DE will waive its company dollar, charging only a $500 fee for purchases and a $100 fee for leases.

The above policies are further subject to the terms and conditions below under “All Personal Transactions.”

Sales Associate as Seller or Landlord

For all Personal Transactions involving the sale or lease of a personal residence (defined above) or investment property (defined above) owned by a Sales Associate, such Sales Associate must engage another DE Sales Associate to represent himself/herself in such Personal Transaction. For clarity purposes, in no event can any Sales Associate represent himself or herself in selling or leasing (as landlord) their personal residence or investment property.

For such Personal Transactions, DE will waive its company dollar, charging only a $500 fee for purchases and a $100 fee for leases, if and only if all the following requirements are met:

1. The listing agreement between the DE Sales Associates will be in writing and approved by their Sales Manager in advance.

2. The listing agreement will provide that:

(a) the selling broker’s commission is not less than 3% of the purchase price,

(b) DE will list the property in MLS as a DE exclusive,

(c) DE may post the listing on the DE website, and

(d) DE may co‐broker the sale as a DE exclusive.

3. The Sales Associates involved shall pay for all out‐of‐pocket promotional expenses and costs, as determined between them, and such costs cannot be paid out of any Sales Associate Credits.

4. Sales transactions must include:

(a) a written property inspection report issued by a licensed or accredited home inspector for the purchaser of such property,

(b) a home warranty for the purchaser of such property, and

(c) the completed Seller’s Disclosure Notice accepted in writing by the purchaser of such property.

5. All commissions will still be subject to the 6% corporate allocation fee.

The above policies are further subject to the terms and conditions below under “All Personal Transactions.”

All Personal Transactions

Only one (1) sale and one (1) purchase of a personal residence, or one (1) lease of a personal residence, as explained above, will be allowed for each Sales Associate during any twenty‐four (24) month period of such Sales Associate’s association with DE.

If a Sales Associate conducts any Personal Transactions and then, during their first twelve (12) months at DE, either (i) separates from DE for any reason, or (ii) does not earn a GCI of at least $125,000 during that period, then such Sales Associate must immediately repay to DE the entire amount of DE’s waived company dollar for such Personal Transactions, less the $500 or $100 fee, as applicable. For example, if DE waived $6,000 in company dollar for a Personal Transaction where the Sales Associate sold their personal residence, then the Sales Associate must immediately repay DE $5,500, which is DE’s company dollar of $6,000 less the $500 transaction fee collected by DE during the closing of the Personal Transaction.

Notwithstanding anything to the contrary, if any Sales Associate fails to abide by any of the above requirements, such Sales Associate will be solely responsible for all costs borne by DE and shall INDEMNIFY AND HOLD DE HARMLESS FROM AND AGAINST ALL LIABILITY, DAMAGES, SUITS, CLAIMS, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES AND OTHER COURT COSTS INCURRED AS A RESULT OF SUCH FAILURE. This includes, but is not limited to, any event where the failure to abide by the above requirements results in the inability for such Personal Transaction to be covered by errors and omissions insurance, in which case all Sales Associates involved in such Personal Transaction will be jointly and severally solely responsible for the payment of the difference in cost borne by DE related to any claim that would have been paid by such insurance.

DE takes no position on the income tax consequences of such transactions, and any Sales Associate electing to waive the commission as provided, must consult with their own tax advisor.

VI. CONTRACTS/FORMS/DISCLOSURES/DISCLAIMERS

Sales Associates at DE are authorized to use only the most current contracts and forms approved by the Texas Association of REALTORS® and the Texas Real Estate Commission (“TREC”). If it is necessary or desirable to use another form, Sales Associates are required to obtain approval of Management prior to doing so.

Agency Disclosure. The TREC rules and regulations state, “If an agency relationship is established, the licensee shall disclose in writing to all parties the relationship and by whom the licensee is to be compensated. The disclosure shall be made as early as practicable and prior to the parties entering into a written agreement.” As such, it is Company policy to disclose all agency options together with the obligations, duties, and rights associated therewith that may be available to the prospect at the earliest opportunity. This disclosure shall be made in writing using the “Information About Brokerage Services.” Property Condition/Information Disclosure. For the protection of DE, its’ Sales Associates, and its’ clients and customers, Sales Associates should strive to provide a full disclosure of any known defects to prospective purchasers. Wherever property information is

disseminated in print or online, it must have the following disclaimer:

“All material presented herein is intended for information purposes only. While this information is believed to be correct; it is represented subject to errors, omission, changes, or withdrawal without notice. All property information, including, but not limited to square footage, room count, number of bedrooms and the school district in property listings are deemed reliable, but should be verified by the Sales Associate’s own attorney, architect, or zoning expert.”

Wherever square footage is provided, it must show the “Source” which could be “Owner” or “Offering Plan”, professional architect, engineer, or floor plan expert, etc. In addition, all materials citing square footage must have the following disclaimer:

“All square footage and dimensions are approximate. Exact dimensions can be obtained by retaining the services of a professional architect or engineer. No representation is made as to the accuracy thereof, and such information is subject to errors, omission, and change of price, rental, commission, prior sale, leasing, or withdrawal without notice.”

Seller’s Disclosure. DE will require client sellers to fill out the Texas Association of Realtors Seller’s Disclosure Notice form. Exceptions to this requirement may be granted for sellers who have no knowledge of the property, e.g.: relocation companies, REO properties, etc. Prior to preparing an offer to purchase for a buyer, Sales Associates must attempt to secure the above‐mentioned Property Disclosure from the listing broker and provide it to the prospective buyer. If the disclosure is not available prior to writing an offer, Sales Associates must assure that it is provided to the buyer at the time the offer is accepted.

Sales Associate Interest. In any transaction in which a Sales Associate is a principal as either purchaser or seller, such fact must be disclosed to the other party (or parties) in writing. This would generally be done in the additional provisions section of an offer prepared by or for the Sales Associate. If not previously included in an offer to purchase a property owned by a Sales Associate, the disclosure must be included in any counteroffer to the buyer or on an addendum to the contract.

VII. GLOBAL RELOCATION AND REFERRAL SERVICES

The purpose of the Global Relocation and Referral Services team is to generate leads for Sales Associates. Specifically, through Relocation Companies (“RMCs”), direct corporate accounts, lead generation companies and broker‐to‐broker referrals. We track and manage all blanket agreements or individual contracts for said referrals, either for individual Sales Associates (broker‐to‐broker) or Company‐wide, as it relates to lead generation companies and RMCs.

Regarding RMC business, DE also offers Settling‐In‐Services (“SIS”). In this situation, the Settling‐In‐Consultant (“SIC”) provides assistance to relocating employees as it relates to opening a bank account, obtaining a driver’s license or ID card, or social security number. As a timed program, additional time is used to assist the client/family to become familiar with community and local customs. This service is usually coupled with real estate – while the real estate Sales Associate focuses on all things real estate, the SICs handle the rest!

TYPES OF REFERRALS

Broker‐to‐Broker Referral

This type of referral is between two different brokerages. It is when a Sales Associate refers a client to another agent at a different brokerage because the referring agent/brokerage does not cover the area where the client is located.

There are incoming broker referrals where Sales Associates receive referrals from another outside broker, and there are outgoing broker referrals where Sales Associates send referrals to other brokerages outside the DE Texas market area.

Relocation Referral

This type of referral is initiated from an RMC. In this situation, the corporation enlists the services of the RMC to administer the relocation policies and benefits to their employees. The RMC enlists the Company to provide real estate services to the person being moved.

DE Company Referral

These types of referrals are initiated from the many partnerships the Company has established with various entities including Knight‐Frank, direct corporations, and networks.

DE Texas to DE Texas Sales Associate Referral

This type of referral is initiated between two Sales Associates, with all terms and fees completed on the DE Texas Sales Associate Referral Form and signed by the referring agent and the Referral Department. If there is a commission dispute between Sales Associates regarding a referral, and there is nothing in writing to memorialize the terms, the deal will be assumed to have been set up as the referring Sales Associate receiving 25% referral fee coming off the top of the gross commission of the referred side of the receiving side of the referral.

Licensed Holding Company Referral

This referral is given to a Sales Associate by an agent that is not practicing real estate but still has a Sphere of Influence (“SOI”) base that allows them the ability to refer clients to a Sales Associate.

Lead Generation Company

This is a company that garners leads through various methods and provides them to DE Sales Associates. A blanket Referral Agreement is typically in place to protect DE and the Sales Associate(s). Further, these companies usually require training and the use of various apps to accept and access referrals.

SALES ASSOCIATE QUALIFICATION FOR RELOCATION BUSINESS

In order for DE to effectively compete in the Relocation arena, DE must meet industry standards and practices. Therefore, all Company referrals will be directed to Sales Associates who are accepted as a Relocation Specialist. Eligibility to be on this team includes by meeting all the following criteria:

 Full participation in all Relocation‐required training.

 Passing of Relocation Certification

 Meeting all reporting requirements including follow‐ups within designated time frames.

 Consistent communication with the Relocation Director.

 Hold a license for a minimum of two (2) years, with proven, consistent experience and closed/leased transactions in all areas of stated coverage.

 Maintain with DE a Texas State Real Estate License in good standing.

 Completed application (through relocation).

 Updated biography on DE’s webpage.

ASSIGNMENT OF RELOCATION REFERRALS

Some RMCs may “direct” how leads are assigned. This means a client may work with any broker, even if they are not designated as a Relocation Specialist. In this situation, the Relocation Director will guide the Sales Associate through the process, required paperwork and reporting. Sales Associates are expected to abide by the rules and obligations of both RMC and DE’s Relocation Division. Not doing so can put the relationship with the client and all future business in jeopardy.

A Sales Associate cannot, at any time, “refer” or “reassign” the client/customer to another Sales Associate within or outside of DE. The Relocation Director has the right to reassign the client if necessary, where the assigned Sales Associate’s relationship with the client has deteriorated. The originally assigned Sales Associate acknowledges no compensation or commission would be owed them in such a situation. In cases where the Sales Associate represented a seller (listing), the RMC may allow a list of potential buyers to be submitted and if an offer is made within a certain timeframe, the Sales Associate would step back in and close the deal and therefore earn a commission.

Determine If A Client Is Being Relocated

Clients being relocated will begin evaluating their real estate needs, both on the sale and purchase side, before their relocation benefits have been administered. Therefore, Sales Associates should inquire as to why (any) client is moving in their first meeting or conversation. If the client states their move is job‐related, the Sales Associate must ask the client if they are receiving relocation benefits or working with an RMC.

If a client is going through a corporate relocation, the Sales Associate should request the name of the RMC and the counselor whom the client is working with and provide the same to the DE Relocation Director. The Relocation Director will verify with the RMC the benefits and services authorized, the referral fee, timing, and other relevant details regarding the client. At the same time, they will provide the

Sales Associate with details so the RMC is aware of who the client is working with.

In the event the customer is not being relocated or receiving relocation benefits (not all companies offer relocation benefits), the Sales Associate should continue work as per usual.

 Note: If a Sales Associate learns that the customer is receiving a benefits package after their first meeting, a referral fee may still be owed because of the contractual agreements in place with the relocation company. The Sales Associate may not refuse to pay or attempt to negotiate this fee; as to do so would put the client’s entire relocation benefits package at risk and put DE’s relationship with the corporate client at risk.

In the event a Sales Associate knowingly works with a relocating client and fails to inform the Relocation Director, the Sales Associate will still owe the referral fee and be subject to the normal relocation rules within the region as it relates to splits or upcharges.

Assignment of Referrals

A needs assessment will be completed on each referral client. Based on the client’s criteria and the Company’s agent profile, a Sales Associate will be selected to assist the client. Direction from corporate client’s and RMC’s may also determine how referrals are assigned.

Some RMCs may “direct” how leads are assigned. This means a client may work with any broker, even if they are not designated as a Relocation Specialist. In this situation, the Relocation Director will guide the Sales Associate through the process, required paperwork and reporting. Sales Associates are expected to abide by the rules and obligations of both RMC and DE’s Relocation Division. Not doing so will put the relationship with the client in jeopardy and may put all future business at risk for DE.

A Sales Associate cannot at any time, “refer” or “reassign” the client/customer to another agent within or outside of DE. The Relocation Director has the right to reassign the client, if necessary, where the assigned Sales Associate’s relationship with the client has deteriorated. The originally assigned Sales Associate acknowledges no compensation or commission would be owed to them in this situation. In cases where the Sales Associate represented a seller (listing), the RMC may allow a list of potential buyers to be submitted and if an offer is made within a certain timeframe, the Sales Associate would step back in and close the deal and therefore earn a commission.

SIGNING RELOCATION REFERRAL AGREEMENTS

Only the Global Relocation and Referral Department associates are authorized to sign a Referral Agreement on behalf of DE. If a Relocation referral is sent directly to a Sales Associate, the Sales Associate should email and scan the Referral Agreement to DE’s Relocation Department. The Relocation Director will confirm the referral fee and requirements with the RMC, sign the Referral Agreement on the Sales Associate’s behalf, and return to the RMC. In addition, the Relocation Director will work with the Sales Associate to ensure RMC requirements are met.

If the RMC contacts a Sales Associate directly, the Sales Associate should inform the DE Relocation Director immediately and scan/email corresponding paperwork. Note: A referral fee is still owed to the RMC. In instances where a client is about to close on a property (Buyer or Seller), the Sales Associate should inform DE Relocation Director. In turn, the DE Relocation Director will attempt to negotiate the referral fee.

RELOCATION REFERRAL FEES

TYPE OF REFERRAL FEES PAID TO RELOCATION COMPANY FEES PAID TO RELOCATION DIVISION AT PDE

Buyer/Seller Referral Fee Up To 50%

Rentals

Typically, No Referral Fee is paid to The Relocation Company. However, some companies are asking up to 20%.

5% additional fee to relocation may apply; or the Agent’s split may be rolled back.

15% if the monthly rent is over $3,000 based on 12‐15% commission of the first year of the lease, and if the Relocation Company is not asking for a fee. No fee is

expected on commissions of one month or less.

Sample Referral For Agents at a 65% Split:

RMC refers a Seller to DE at 35%. DE Relocation would add 5% so the total referral fee, on the referred (action) side is 40% (35%+5%). Both the Company dollar and referral fee is calculated off the top:

Agent 65/35

Note:

All referrals are paid on the referred “action” side of the deal only. The “action” side is defined by the referral of a customer (buying side) or by the referral of a listing (selling side). Thus, if a Sales Associate is referred a Buyer and the Sales Associate represents both the Buyer and the Seller, the referral fee would only be due on action or referred side of the transaction.

Rental Referrals:

Note, DE’s corporate rate is 12% on a direct deal and 15% on a co‐broke. All referral rules remain the same with regards to payment and retention of referral fees.

Departing Sales Associates

DE has the right to reassign files of those Sales Associates who leave DE. It is at the Relocation Department’s sole discretion to proceed with the following arrangement: DE will agree not to reassign the customer if the departing Sales Associate agrees in writing to pay DE a full commission if the referred customer closes on a property. Furthermore, the Sales Associate agrees to adhere to all requirements in handling the referral set forth by the Relocation Department. It is the Sales Associate’s responsibility to speak with the Relocation Department regarding how referral customers and clients will be handled before they leave the Company.

Sales Associates Receiving Incoming Referrals Directly

When a Sales Associate receives an incoming referral directly, they are to contact the Global Relocation and Referral Services so the referral can be registered. The referral process and paperwork will be coordinated to ensure the best referral fee and to maintain that the referral is processed correctly.

The Company has their own referral form to protect the Sales Associate from paying a dual referral fee and has a limited referral fee period. We do not sign another brokerage’s referral form.

BROKER‐TO‐BROKER REFERRALS

There are two types of Broker‐to‐Broker referrals: outgoing referrals and incoming referrals.

Outgoing Referrals

When a Sales Associate has a client who needs assistance in an area they do not cover, they can refer the client to a Sales Associate in the area of interest. Thus, the DE Sales Associate is the “Referring Sales Associate”. If it is in an area DE covers, the Referring Sales Associate should make every effort to place it with a DE Sales Associate. If DE does not cover the area, the Referral Manager will research and work to place the client with the best Brokerage and Sales Associate. The Referring Sales Associate can stay as involved as they want, even making the introduction of the Assigned Sales Associate to their client.

Qualifying Referrals

The following information is necessary for an outgoing referral to be qualified:

 The customer agrees to be referred.

 They have provided the Sales Associate with sufficient contact information.

 They are not working with multiple brokers.

 The request is reasonable.

 They are pre‐qualified for a mortgage (if possible).

 They do not have any strange circumstance that will keep them from going through with the transaction.

How To Send An Outgoing Referral

DE has an automated referral form located on DOUGLAS. This form should be used for ALL outgoing referrals. Both the Global Relocation Division and the Referring Sales Associate must be CC’d on all referrals placed. This allows DE Relocation Division to track referrals and referral payments. It also allows DE Sales Associates to place referrals directly, provided they have the details of the Destination Sales Associate (Receiving Sales Associate).

Incoming Referrals

A DE to DE referral has two sides – the outgoing side as discussed above (Referring Sales Associate), and the incoming side (Receiving Sales Associate). In addition, there are Incoming Referrals from outside of DE.

Upon receipt of an incoming referral, the Referral Manager will confirm the following: The referral fee and terms, client name and contact; if there is a requested Sales Associate or not; area of interest and other search details; and any other “fees.” Depending on what is presented, they will confirm with the referring Sales Associate or Brokerage, discuss/negotiate fees and terms, and once in agreement, sign and return the Referral Agreement.

DE to DE Referrals can be signed by the Receiving Sales Associate’s Manager. If there is not a requested Sales Associate, the Referral Manager will research and assign the best Sales Associate, based on location, experience and previous working knowledge. Once placed, the assigned Sales Associate must update the Referral Manager as requested by using the Automated Form sent via email. Offers and closing details must also be submitted.

Sales Associates who receive Broker‐to‐Broker referrals directly must inform the Referral Manager and send the Agreement. Under no circumstances is the Sales Associate to sign the Referral Agreement. Sales Associates should also point out any special circumstances regarding the referral.

REFERRAL AGREEMENTS

One important aspect to the broker‐to‐broker referral process is the Referral Agreement. Every referral DE places or receives is accompanied by an agreement. It is used to specify customer information as well as the company details including a tax ID and legal name. It also notes the negotiated referral fee.

Referral agreements are only valid if signed by an authorized representative of DE as noted above. Under no circumstances is a Sales Associate authorized to sign a Referral Agreement, as only a broker/owner can legally pay a referral fee and only authorized representatives can agree to this on the broker/owner’s behalf.

Sales Associates who sign Referral Agreements and then do not honor the agreement run the risk of not receiving any referral or relocation business and can jeopardize the entire relationship with the referring company.

In the event DE receives and agrees to a referral and the customer switches a Sales Associate, the new Sales Associate is responsible for the referral fee. Generally, if DE signs a Referral Agreement, the Sales Associate who ultimately works with the customer owes a fee. No additional paperwork is necessary.

Note: The Referral Agreement always comes from the referring company as it states the details needed to pay the referral fee and has the client details. DE can only pay the Brokerage.

COMMISSION SPLITS ON BROKER‐TO‐BROKER REFERRAL

 DE to DE Referrals:

o Referral fee will be calculated off the top, before Company split.

o The company split will be calculated off the net, after the referral fee is taken.

o The referral payment made to the referring Sales Associate will be subject to Company split.

 Referrals from outside companies to DE will be calculated the same as a DE to DE referral:

o Referral fee will be calculated off the top, before Company split.

o The Company split will be calculated off the net, after the referral fee is taken.

 Referral payments paid to DE Sales Associate from an outside company:

o Referral fee is subject to Company split.

 Exceptions/Notes include:

o Any contractual agreements in place

o Rollbacks as it relates to relocation or corporate business

o Specific to Texas, the DETX/Builder/DEDM Program

o Admin fees will continue in those regions who apply them

COMPENSATION ON REFERRALS

Broker‐to‐Broker Incoming

 For broker‐to‐broker referrals generated by the Company, the referral fee is 35% calculated off the gross commission of the referred side and the Sales Associate is paid on a 54% split.

 For broker‐to‐broker referrals generated by the Sales Associate, the referral fee is calculated off the gross commission of the referred side and the Sales Associate is paid on their commission split.

 The industry standard for a broker‐to‐broker referral fee is 25%. The Company will only participate in a broker‐to‐broker referral fee up to 30%. Any additional fee over the 30% will be paid from the Sales Associate’s commission only.

The Company will not participate in a reduced commission and a referral fee on the same transaction.

Outgoing Referrals

 Sales Associates will be paid on their splits from the outgoing referral fee received.

Relocation Referrals

 For referrals generated by the Company and represented by an RMC, the referral fee is taken off the top and the Sales Associate is paid on a 54% split.

 For referrals from direct corporate business generated by the Company and unrepresented by an RMC, a 35% referral fee is taken off the top and the Sales Associate is paid on a 54% split.

 For referrals generated by the Sales Associate, the referral fee is taken off the top and the Sales Associate is paid on their split with the highest cap being a 65% split.

Company Referral

 For referrals generated by the Company, a 35% referral fee is taken off the top of the commission. Farm and Ranch Referrals

 For Farm and Ranch referrals generated by the Company the referral fee will be 25% and calculated off the top of the gross commission of the referred side of the transaction. The 25% referral percentage pertains only to Sales Associates on designated Farm and Ranch teams.

DE Texas to DE Texas Sales Associate Referral

 For referrals between Sales Associates, the referral fee is calculated from gross commission of the referred side that Douglas Elliman of Texas (“DETX”) receives.

 The receiving Sales Associate will be paid on their Company split after the referral fee and corporate fee is deducted.

 The referring Sales Associate will be paid the referral fee on their Company split after the corporate fee is deducted.

The Company will not participate in a reduced commission and a referral fee on the same transaction.

Licensed Holding Company Referral

 The 25% referral fee comes off the top of the referred commission side and the Sales Associate is paid on their split. The licensed holding company agent receives a 20% referral and 5% is retained by the Company.

Corporate Connect Program

 If a Sales Associate has contacts in the corporate community, the SVP of Global Relocation and Referral Services will walk them through the services that is offered. This is a benefit offered to Sales Associates that allow them to enhance their business.

Program Benefits to the Sales Associate:

 Support the Sales Associate and potentially attend meetings with client to sell program.

 No cost to Sales Associate for program.

 Expertise on policy and relocation benefits.

 Tracking, reporting and follow‐up.

 Sales Associate has first right of refusal on all leads.

 Sales Associate receives a referral fee.

 Sales Associate always maintains the client relationship.

Program Benefits to the Corporation:

 Single point of contact.

 Assist client in marketing program internally.

 Customizable program.

 A variety of move and settling‐in related services.

 Outside providers are national, insured and offer broad discounts or contract pricing.

Exceptions/Notes include:

 Any contractual agreements in place.

 Rollbacks as it relates to relocation or corporate business.

 Specific to Texas, the DETX/Builder/DEDM Program.

 Admin fees will continue in those regions who apply them.

SETTLING‐IN SERVICE

Within the Global Relocation and Referral Services Division, the Director of Settling‐In Services manages a group of consultants who assist newcomers with becoming familiar with the area as well as local customs. Specifically, DE’s SICs assist with obtaining social security numbers, opening bank accounts, or obtaining drivers licenses. They also familiarize newcomers with their new neighborhood, showing them places of interest and making them familiar with local customs.

This service is available for all Sales Associates to use with their customers. There are two (2) programs, (1) 10‐12 hours (minimum ten (10) hours) and (2) a full year program. The pricing does vary. Please contact the Director of Settling‐In Services for further information.

CORPORATE BUSINESS DEVELOPMENT

Corporate Business development is a benefit DE offers to DE Sales Associates that allow them to grow their corporate business. If a Sales Associate has contacts in the corporate community, the EVP of Global Relocation and Referral Services may be in a position to walk them through the services DE can offer, and potentially accompany the Sales Associate to Corporate meetings to position the same.

Program Benefits to the Sales Associate:

 Attend meetings with Sales Associates to sell the program and the Sales Associate.

 Full support of their client.

 No cost for this support.

 Expertise/Support on relocation benefits and the DE Program.

 Tracking, reporting and follow‐up.

 Sales Associate gets first right of refusal on all leads

 Business Development Department supports the Sales Associate in maintaining their relationship with the client.

Program Benefits to the Client:

 Single point of contact.

 No cost to offer the service.

 Assist clients in marketing the program internally to their employee base.

 Customizable program.

 A variety of move and settling‐in related services.

 Outside providers are national, insured and offer one‐time discounts or contract pricing.

 One‐step shopping

 Custom events

 Tracking, reporting and follow‐up

Sales Associates interested in pursuing a corporate lead should contact the EVP of Global Relocation and Referral Services for more information.

VIII. AGENCY RELATIONSHIPS

The “Information About Brokerage Services” (“IABS”) form must be explained and acknowledged in writing from customers and clients upon first discussion about real estate dealings.

This is a delicate and sometimes confusing area. It is vitally important that we always disclose to all parties to a transaction in which we provide assistance exactly what our relationship is with the parties involved. Disclosure to potential clients will be handled in accordance with the requirements of the State of Texas statutes, rules, and regulations of TREC, and/or other applicable regulatory authorities, and on the current version of the IABS form approved by TREC.

We will practice agency in a manner that is consistent with Texas statutes, rules, regulations, and guidelines offered by TREC. In accordance with industry trends, and for the protection of client sellers, we will generally not offer “sub‐agency” to other brokers when offering cooperation. We will expect other brokers to act as Sales Associates for their buyers.

Generally speaking, we will act as an agent of the party with whom we are dealing, whether they are a buyer or seller. That is to say that we will ask buyer or seller prospects to enter into an exclusive agency relationship with our office. Obviously, no one can serve as an agent to both parties in the same transaction. If a “client buyer” looks at or is otherwise interested in a property owned by a “client seller” (our listings), we will act as an intermediary, limiting our duties as described in the above referenced disclosure form.

As the concept of buyer agency can be relatively confusing, buyers may often be reluctant to enter into an agency agreement. It must be made clear to these buyers that if they do not sign a contract with us then we must act as agents of the sellers for “in‐office listings”, and our relationship with the buyer is one of a “customer” nature. If the “customer” becomes interested in a property listed with another broker, we would then be in a position of being “non‐agents,” as we will not generally be offered, nor accept, sub‐agency from other brokers.

It is incumbent on us as real estate professionals to remain abreast of any changes and modify our procedures as necessary, always keeping in mind our duties to the public.

INTERMEDIARY STATUS

In no event may any Sales Associate act as an intermediary without any appointments, unless approved in writing and in advance by DE’s TREC Designated Broker for Texas.

Failure to abide by this policy may result in the inability for such transactions to be covered by errors and omissions insurance. In that event, the Sales Associate will be solely responsible for the payment of the difference in cost borne by DE related to any claim that would have been paid by such insurance.

IX. CONFIDENTIALITY

All information pertaining to any client, customer, or transaction is to be held in strictest confidence. Breaking this confidence by improperly divulging information to anyone who is not entitled is unethical, improper, and possibly in violation of any agency relationship(s) we may have. Disclosing confidential information to unauthorized third parties is grounds for immediate dismissal.

Occasionally cooperating brokers and Sales Associates may disclose information about their clients to you. Sales Associates must always be conscious of their duties to DE’s clients and Sales Associates should consider the fact that any information known might be important to DE’s clients!

It takes very little practice to perfect the following answer to an inappropriate question, “I’m sorry but that information is confidential and cannot be disclosed without our client’s permission.”

X. EXCLUSIVE PHOTOGRAPHS AND FLOOR PLANS

Photographs and floor plans paid for by the Company are the ownership of the Company and therefore should a listing go from one DE Sales Associate to another DE Sales Associate, then the second Sales Associate shall have the right without financial obligation to the first Sales Associate to use said photographs and floor plans. However, if the photographs and floor plans were paid for without Company dollars then the new Sales Associate shall have to financially reimburse the first Sales Associate.

XI. TECHNOLOGY

Computers are the property of the Company as are all files contained within. When needed, Sales Associates are required to share a computer with another Sales Associate. The computer systems network and its electronic mail and other communications networks have been established to help our Sales Associates perform their jobs by providing the most appropriate technology and communication resources. Access to the Network imposes certain responsibilities and obligations. The “Network” includes, without limitation, all computer systems, electronic and other communication and storage systems, e‐mail, telephone and facsimile equipment, data communication facilities, Intranet, and the Internet.

 All Sales Associates in all regions are required to use ONLY their Elliman e‐mail for conducting all business. The Douglas Elliman e‐mail system supports attachments of files up to 35MB. For security purposes, all ZIP files are blocked both in and out of the e‐mail system.

 Sales Associates are strictly prohibited from sending Non‐Personal Information (NPI).

 Only use secure methods to transmit sensitive information or NPI, such as social security numbers, credit card or bank account info. Sales Associates can enroll in secure e‐mail, use an approved encrypted transmission service (Adobe Sign, DocuSign), or encrypt and password protect a PDF file. In the alternative, sensitive information may be sent by fax or by hand.

 All passwords must be changed at a maximum of every sixty (60) days or whenever a system prompts users to change it. Default passwords must also be changed immediately. If Sales Associates become aware, or suspect, that their password has become known to someone else, they must change it immediately and report their concern to the IT Helpdesk.

 Access to the Network using Company facilities is provided for bona fide business purposes. DE provides no assurance of privacy with respect to use of the Network or any other facilities. DE reserves the right to access or monitor (with or without notice) at its discretion any use of the Network or other Company facilities.

 Users must comply with all Company access procedures, including use of assigned user ID’s and properly licensed software. Once a Sales Associate receives a user ID to access the Network, they are solely responsible for all actions taken while using that User ID. User ID’s may not be shared with others. To maintain system integrity, all users are required to change their password periodically.

 Since communications across the Internet are not secure, confidential material should not be transmitted across the Internet. Client communications should be conducted only through secure channels. Dissemination of business or technical information of a sensitive, proprietary, confidential, or internal nature is not permitted without prior approval.

 Users are expected to act in a responsible and professional manner when they use the Network and all other Company facilities. Actions that may cause interference with the Network or disruption or work activities are prohibited.

 To protect the integrity of the Network, instant messaging is prohibited and should not be downloaded onto computers.

 Software, databases, and similar “live” technology may not be sent or received via the Internet without (a) prior approval, (b) appropriate “virus” screening, (c) proof that the owner has authorized applicable copying, transmission, and use thereof, and (d) use of encryption and other security procedures as appropriate.

 Sexual, racial, or other offensive, inappropriate, or unlawful remarks, jokes, slurs, and obscenities are prohibited. Use of the Network to view, access, upload, download, store, transmit, create, or otherwise manipulate pornographic, sexually explicit, or other offensive materials which DE considers inappropriate is expressly prohibited. Further, such uses of the Network may violate, among other things, DE’s Sexual Harassment and Discrimination policies. Sales Associates are obligated to report all violations of the Sexual Harassment policy in accordance with the procedures set forth in that policy.

No Password Sharing

 Under no circumstances may a Sales Associate distribute or share any “log‐in” or “password” information granting access to the Company’s computer, email or online systems, or third‐party accounts, provided to the Sales Associates by the Company, for any purpose or to anyone, except to authorized members of the IT Helpdesk and Human Resources and Legal Departments. Based on the confidential nature of a Sales Associate’s “log‐in” or “password” information, these obligations shall continue even

after the end of the Sales Associate’s engagement with the Company.

 To arrange for a Team Member to gain access to specific information on the Company’s Network, a Sales Associate must follow all local processes in their region to onboard the individual requesting such access. Likewise, a Sales Associate must follow the local processes in their region in order to request that an assistant receive delegated email access to the Sales Associate’s email account.

 Violations of this policy may result in suspension or termination of the Sales Associate’s email account and access to the Company’s email system and Network, as well as disciplinary action, up to and including, termination of a Sales Associate’s engagement with the Company. Where appropriate, the Company may take legal action necessary to protect its confidential information, including, but not limited to, civil and/or criminal prosecution.

Electronic Monitoring

 All DE Sales Associates acknowledge that access to the Company’s Network through the use of Company devices or systems are provided for bona fide business purposes. Sales Associates further acknowledge that any and all telephonic transmissions, electronic mail or transmissions, or internet access or usage by any electronic device or system provided by or on the DE Network may be subject to monitoring at any and all times by any lawful means. 1 The electronic devices or systems that may be subject to monitoring include, but are not limited to, computer, telephone, radio or electromagnetic, photoelectronic or photo‐optical systems. The Company provides no assurance of privacy with respect to use of its electronic devices or systems or Network.

 Sales Associates further acknowledge that the Company monitors public areas on Company premises through the use of a video surveillance system. A copy of the Company’s Video Surveillance Policy is located on DOUGLAS or may be requested by contacting the Company’s Human Resources Department.

Recording Policy

 The Company prohibits all unauthorized employees, Sales Associates, clients or other parties from recording any audio or video with a tape recorder, video camera, mobile device, computer or any other electronic audio or visual capable recording device or software. Recordings of business‐related meetings via MS Teams, Zoom or Skype are permissible so long as the meeting is recorded for a legitimate business purpose and the individual recording the meeting notifies all parties participating on the conference or meeting that a recording is in process. This policy is to be observed whether an individual is on Company premises or at a work‐related event or function off of Company premises. Violations of this policy may result in legal, disciplinary or other action, up to and including termination of employment as it relates to Company employees or termination of the Company’s relationship as it relates to Sales Associates, clients or other third‐parties associated with the Company.

XII. E‐MAIL

Every Sales Associate should be aware of and versed in using our e‐mail program. Use e‐mail only for business: e‐mail should not be used for chain letters, fundraisers, political or religious statements, etc. without first getting a Sales Manager’s approval.

 Without first getting a Sales Manager’s approval, it is against DE Policy for a Team Leader or member to canvas or recruit any DE Sales Associate(s) for additional Team Members.

 Always be brief, clear, and professional. E‐mail is not a good choice for messages that are long or confidential.

 Being copied on a message is merely an FYI and not intended for a response. When responding to the sender directly, use “Reply” on the tool bar therefore keeping response e‐mail to a minimum.

 E‐mail cannot deal with body language, facial expression, and tone, so attempts at humor, irony, or sarcasm are easily misinterpreted.

 Using all capital letters in an e‐mail message SOUNDS LIKE YELLING!

 E‐mail messages are permanent and public. A court can subpoena e‐mail. When in doubt, leave it out!

 When e‐mailing large groups of recipients or DE distribution lists, it is a courteous and good practice to enter the recipients into the BCC line to avoid mass replies to all unless it is absolutely required.

 DE has regional e‐mail distribution lists to be used by staff only.

1 The Company’s monitoring of such transmissions does not include the recording of any telephone conversations or other audio transmitted through its Network or on Company devices or premises.

All e‐mail messages are Company records. DE reserves the right to review, audit, access, and disclose all e‐mail messages sent or received using DE’s computers or DE’s internet access without any prior notice to any sender or recipient of the message. DE reserves the right to intercept and read all e‐mail, text messages, and instant messages to the fullest extent permitted by law. As permitted by law, authorized Company representatives may review the e‐mail, text messages, instant messages, and telecommunication records of all Company personnel and Sales Associates to determine, among other things, whether there have been any beaches of security, violations of policy, or other improprieties on the part of any Company personnel or Sales Associates.

Any violations of this policy should be reported immediately to a member of Management. Sales Associates who violate this policy will be subject to disciplinary policy, up to and including discharge.

XIII. TELEPHONE POLICY/DO‐NOT‐CALL REGISTRY

BACKGROUND

The Federal Communications Commission (“FCC”), the Federal Trade Commission (“FTC”), and the Public Utility Commission of Texas have enacted rules restricting telemarketing and specifically have created a “National Do‐Not‐Call List” (the “Rules”): www.donotcall.gov and www.fcc.gov/encyclopedia/do‐not‐call‐list

The activities of real estate professionals in telephone solicitation of business are considered telemarketing and are subject to these rules and certain exceptions in Texas.

THE RULES

In summary, consumers who do not want to receive unsolicited telephone calls from telemarketers may place their residence telephone number on the National Do‐Not‐Call List. As of today, more than 50 million people have registered. Telemarketers may not call numbers registered on the National Do‐Not‐Call List except in certain limited instances outlined below. The Rules provide for fines for failure to comply, which can go as high as $11,000 per call, and can be imposed against individual Sales Associates as well as DE.

DE’S POLICY

DE’s policy is to comply in all respects with the Rules against soliciting a person by placing a telephone call to a telephone number that appears on either the National Do‐Not‐Call List or the or the Statewide Do‐Not‐Call List. DE has established the procedures set forth below in order to comply with the Rules. Sales Associates must comply with these procedures when making telephone solicitations.

DO‐NOT‐CALL LISTS

The National Do‐Not‐Call List can be obtained directly from the FTC, and it will be updated every two (2) weeks. In addition, the FTC website is available to access the National Do‐Not‐Call List to check one number at a time.

National Do‐Not‐Call List

Listed below is a selection of area codes in which consumers have registered for the National Do‐Not‐Call List. Additional area codes are to be posted and updated on DE Today:

201 202 203 212 213 239 240 301 303 305 310 323 410 413 424 442 443 508 516 518 540 561 562 571 609 617 619 626 631 646 657 661 667 703 714 714 718 719 720 732 747 754 760 781 786 805 818 831 858 860 908 909 914 917 949 951 954 970 973 978

The Statewide Do‐Not‐Call List can be obtained directly from the Public Utility Commission of Texas and is updated and published on a quarterly basis. In addition, the FTC web site is available to access the National Do‐Not‐Call List to check one number at a time.

DE Do‐Not‐Call List

Any consumer who makes a specific request not to receive a call from DE representatives will be placed on the DE Do‐Not‐Call List.

Note: Numbers must be added to this list if any person contacted asks to be put on the “Company specific” do‐not‐call list. If someone makes such a request, immediately email helpdesk@elliman.com and provide the name and telephone number of this person. The Company will add all persons making such a request to the DE Do‐Not‐Call List within ten (10) business days.

PROCEDURES

Prior to making any business telephone calls to a consumer’s residence, the two Do‐Not‐Call lists must be checked on DOUGLAS. The simple procedure for checking both lists in one step is posted on DOUGLAS. The simple procedure for checking both lists in one step is posted on DOUGLAS.

If the call is being placed to an area code other than the those listed above, then DE must check the FTC web site for that specific number. Only the Help Desk can check the FTC web site. To have the Help Desk check the web site for a specific number, email the phone number to helpdesk@elliman.com, and the Help Desk will check the web site and respond within twenty‐four (24) hours.

If the telephone number appears on either Do‐Not‐Call List or, for an area code other than one listed above, on the FTC web site, a call may not be placed unless one of the exceptions listed below applies.

Any unsolicited call to someone for the first time must be made during the time period between 8:00 AM and 9:00 PM at the location of the person being called.

The caller shall provide, in a clear and coherent manner using words with common and everyday meanings, at the beginning of each telemarketing sales call, all of the following information:

 The telemarketer’s name (i.e., the Sales Associate’s name) and the person on whose behalf the solicitation is being made (i.e., Douglas Elliman Real Estate), if other than the telemarketer.

 The purpose of the telephone call.

 The identity of the goods or services for which a fee will be charged.

 The Sales Associate’s telephone number or address.

 That the person may request that their number be added to DE’s Do‐Not‐Call List. If a person requests to be added to DE’s Do‐Not‐Call List, the call must be ended immediately and the Sales Associate must notice their Sales Manager to add such name and number to DE’s Do‐Not‐Call List.

Any consumer’s contact information, including name, telephone number, or e‐mail address, provided to a Sales Associate must not be sold, shared, transmitted, or otherwise made available to any person, corporation, or other entity without the express agreement of the consumer in writing or in electronic format, unless otherwise required by law, lawful subpoena, or court order.

EXCEPTIONS FOR NATIONAL DO‐NOT‐CALL LIST

The following are the only exceptions to the prohibition from calling a telephone number on the Do‐Not‐Call Lists.

 Established Business Relationship: If there is an “Established Business Relationship” a person may call someone who is on the National Do‐Not‐Call List. An established business relationship is defined as either of:

▸ A Closed Transaction: If a Sales Associate has “closed” a transaction with a person within the last eighteen (18) months

▸ An Inquiry Expecting a Reply: Any contact by a person that would create a reasonable expectation of a reply by telephone is considered an established business relationship. Thus, calls in response to advertisements, e‐mails, open house sign‐in sheets or other expressions of interest in listings would create an expectation of a call. There is a three‐ (3) month time limit during which a Sales Associate can call in response to an inquiry. This exception does not apply if the telephone number is on the DE Do‐Not‐Call List. Thus, if the call is based on one of the two (2) definitions of an Established Business Relationship, a search of the Do‐Not‐Call Lists must still be done before making the call.

 Written Permission: If a person receives prior express written permission signed by the person being called.

 Personal Relationship: The prohibition does not apply if there is a “personal relationship.” This means the person directly (not through someone else) knows the person being called.

EXCEPTIONS FOR STATEWIDE DO‐NOT‐CALL LIST

The following are the only exceptions to the prohibition from calling a telephone number on the Do‐Not‐Call Lists.

 Persons with whom they have an established business relationship within the last twelve (12) months.

 If the customer requested to be contacted.

 If the telemarketer is a state licensee (for example, a real estate agent) and

▸ The call is not made by an automated device.

▸ The solicited transaction is complete with face‐to‐face presentation to finalize a sales transaction and make payment.

▸ The consumer has not previously told the licensee that the consumer does not wish to be called.

BUSINESS TELEPHONE NUMBERS

Only residential telephone numbers are eligible to be placed on the Do‐Not‐Call Lists. Thus, a telephone call can be made to any business telephone number. If the number is clearly a business telephone number, a call may be placed without checking the Do‐Not‐Call List.

BLOCKING CALLER ID

It is a violation of the Rules to make a telephone call to anyone from a telephone that prevents the receiver from identifying the source of the call. Anyone who has blocked caller ID from the telephone they use to make calls must have this service removed.

RECORD KEEPING

DE has been advised that in the enforcement of the Rules, the FTC will take into account good faith efforts to comply. The goal is to enforce the Rules against abusers, not against mere mistakes. Records of the efforts made to comply will be important if the FTC claims a violation of the Rules. Therefore, all Sales Associates should keep a record of checking the Do‐Not‐  Call Lists and if a number is being called that is one of the Lists, the reason the Sales Associate believed such a call was permissible.

CONCLUSION

DE will hold any Sales Associate responsible for failure to follow these procedures. Remember that fines per telephone call may be levied against anyone personally if the Rules are not followed.

XIV. GENERAL OFFICE POLICIES AND PROCEDURES

MANAGING PROPERTIES

Sales Associates shall not be permitted to manage property for an owner. Sales Associates may only perform traditional brokerage services, such as brokering a sale, purchase, or lease of a property. Sales Associates shall not collect rent, pay maintenance or common charges, pay real estate taxes, arrange for utilities, etc. for an owner of a property, without prior Management approval and proper remuneration.

SALES ASSOCIATES MOVING OFFICES

No Sales Associate may move from one office in DE to another office in DE without the prior written approval of the Manager of the office from which the Sales Associate is departing.

SALES ASSOCIATE TITLES

Sales Associates are not allowed to use any titles besides basic titles describing their license status unless pre‐approved by management.

ACCESS

Access to properties which are the subject of an exclusive listing agreement with DE are to be used for purposes only as related to the listing, such as open houses or showing of the property to a prospective buyer or renter. All Sales Associates have an affirmative responsibility to manage open houses appropriately so that they actively may monitor the property and visitors during a showing. No Sales Associate shall access a Company‐listed property for any personal reason.

AUTOMOBILE USE AND INSURANCE

Safety must come before all other concerns when driving. Using a mobile phone while driving is not within the scope of a Sales Associate’s engagement and is never required by DE. Under no circumstance should Sales Associates place themselves or others at risk to fulfill business needs. DE encourages Sales Associates to take the time to pull his/her car over to a safe spot before participating in a phone conversation via mobile phone and always permits a Sales Associate to take the time to do so.

The use of mobile phones while driving is strictly prohibited where prohibited by law and in circumstances that violate the law. The use of mobile phones while driving while discouraged, is a matter of choice. The Sales Associate should determine for his/herself whether he/she can pay strict attention to the surrounding traffic and conditions and abide by all state laws relating to vehicle safety while on a mobile phone. If a Sales Associate decides to use a mobile phone while driving, Sales Associates are encouraged to use hands‐free devices. Sales Associates are cautioned never to engage in an emotional or stressful conversation while driving. Special care should be taken in situations where: there is traffic, inclement weather, the Sales Associate is driving in an unfamiliar area, or the circumstances otherwise require special care. Sales Associates who are charged with traffic violations resulting from the use of their phone while driving will be solely responsible for all liabilities that result from such actions.

Sales Associates shall maintain, at their expense, general automobile liability insurance, with a special endorsement for business use, for personal motor vehicles used in connection with the operation of their business as a real estate salesperson, in the face amount to meet or exceed the greater of either: (1) One Hundred Thousand Dollars ($100,000.00) of liability for one person arising out of a single accident or transaction, Three Hundred Thousand Dollars ($300,000.00) of combined single limit liability for one or more people arising out of a single accident or transaction, and One Hundred Thousand Dollars ($100,000.00) for property damage, (2) “Full coverage” as defined by a Sales Associate’s respective insurance carrier, or (3) the respective minimum coverage requirements set by the Sales Associate’s respective state for individual liability and property damage. Said insurance shall protect the Sales Associate against any liability that may arise in connection with the operation of their business as a real estate salesperson.

All policies of insurance to be maintained by the Sales Associate shall contain a separate endorsement naming DE as an additional insured and shall not be subject to cancellation, except on ten (10) days’ prior written notice to DE. The Sales Associate shall deposit a Certificate of Insurance with a copy of the original policy attached, showing compliance with the above requirements, with DE on or before the effective date and each renewal date of the policy. If such insurance is not obtained, or if it lapses or is cancelled, DE shall have the right to suspend the Sales Associate and place the Sales Associate on inactive status.

DE strongly encourages all Sales Associates, prior to using any motor vehicle, to ensure that the vehicle is suitable for its intended use, passes all local, state, and federal requirements, is in sound mechanical condition, and is in a clean and properly functioning state; and to complete a defensive and distracted driver training course. It is a Sales Associate’s responsibility to operate their vehicle consistent with local, state, and federal law, including but not limited to: obeying traffic laws, practicing proper driving procedures, avoiding distracted driving by refraining from operating electronic equipment while driving, preventing driving under the influence, and ensuring that there is sufficient time between appointments to avoid the unlawful need to drive above posted speed limits or drive distracted. Sales Associates are responsible for all costs associated with the Sales Associate’s use of their personal motor vehicle for work and for insurance, licensing, maintenance and repair.

All Sales Associates must report accidents, moving violations and license suspensions, or any other relevant changes in circumstances (for example, a change in vehicle), to their Manager immediately. If a Sales Associate is involved in a motor vehicle incident while conducting Company business, they must immediately report the incident to their Manager and to their respective insurance carrier.

DRESS CODE

When engaged in work activities on the Company’s premises or off‐site, Sales Associates are expected at all times to present a professional, business appropriate image to clients, prospects, business partners, co‐workers and the public. Additionally, it is required that each Sales Associate’s dress, grooming and personal hygiene should be appropriate to the workplace. Nothing in this policy is intended to interfere with or will be enforced to prevent the use of special clothing for any religious observance or medical condition.

ERRORS AND OMISSIONS (“E&O”) INSURANCE

DE carries Errors and Omissions Insurance and requires all Sales Associates to pay for their own coverage arranged for under the DE group policy. For payment of the annual premium for Errors and Omissions insurance, at DE’s election, DE will charge the Sales Associate’s credit card on file on a semi‐annual or annual basis, and may deduct the full premium amount from any commission due and

payable to any Sales Associate if any credit card charge is declined.

All Sales Associates are required to have a credit card on file for registration to DE’s auto billing service for Errors and Omissions Insurance, Sales Associate Credit overspends, marketing fees, service fees, transactional fees, replacement fees for damaged or lost office equipment, and any additional fees incurred by DE outside of the agreed scope. For more, see Article XXI. “Errors and Omissions Insurance”.

INDEPENDENT CONTRACTOR AGREEMENT

Sales Associates are required to annually sign a new independent contractor agreement or an amendment to a prior independent contractor agreement, at DE’s election.

LEGAL ISSUES

Legal action is the method of last resort for dispute resolution and recovering fees or commissions. It is the sole prerogative and exclusive right of DE to decide whether to commence legal actions. All Sales Associates must immediately consult with their Sales Manager about any legal issues prior to taking any action.

OFFICE ACCESS

All Sales Associates are free to stop in and use any DE office for conducting only those activities that require a real estate license and are covered by the terms of each Sales Associate’s Independent Contractor Agreement with the Company. ID cards, keys, or security codes are required at some locations for weekend access, so please check with the respective Office Manager when necessary. Sales Associates are prohibited from conducting any personal business at a DE office. Sales Associates are prohibited from using a DE office address for any business other than real estate brokerage activities that require a real estate license.

TRANSACTION COORDINATORS

Sales Associates who choose to utilize the services of licensed Transaction Coordinators (“TCs”) personally assume the responsibility of paying, supervising, and ensuring that their contracted TC(s) render services compliant with local, state, and federal law and regulation, as well as REALTOR practices and Company privacy and confidentiality policies, including execution of a Transaction Coordinator Information Privacy Agreement.

VACATION COVERAGE

Every Sales Associate should arrange for another Sales Associate to cover while he/she is away. This applies even if a Sales Associate does not have any current deals. Any financial arrangements made between Sales Associates for this coverage is subjective to the Sales Associates, should be in writing, and are not governed by DE. Voicemail should be changed to direct a caller accordingly and a vacation form should be filled out and submitted to his/her Sales Manager and telephone staff. If a Sales Associate fails to comply, the Sales Manager may designate another Sales Associate to cover any listings or inquiries.

VOICEMAIL

Every Sales Associate should use voicemail effectively; in fact, Sales Associates should continuously update their greeting to reflect their availability and the status of exclusives. The greeting should be informative and professional – it is often the first contact a new customer has with a Sales Associate and DE. Voicemail on Sales Associate’s cell phones and office phones should never be full, be checked consistently throughout the day, and replied to immediately and continuously if possible.

Voicemail Script:

“You have reached the desk of (your name). I am unavailable to come to the phone because I am assisting other clients. Please leave your name, number and a brief message and I will return your call. You may also reach me on my cell at (your cell) or e‐mail me at (your e‐mail). Have a great day.”

OFFERS

We are obligated legally and morally to always uphold the best interest of our clients. This includes the responsibility of assuring that all offers are presented as soon as is possible to do so. Sales Associates must consult their Sales Manager when multiple offers or bidding wars take place. The seller will be informed of their options in handling the offers. The seller must be aware of ALL benefits and ALL risks associated with counteroffers. If one or more of DE’s client buyers are involved in a multiple offer situation, we will inform the buyer(s) that there are competing offers and afford them the opportunity to increase their offer(s).

OFFICE RECORDS

Copies of all documents, contracts, forms, and correspondence pertaining to any transaction whether in hard copy form or held electronically, must be placed in the transaction file regardless of content. All files and the contents thereof are the property of DE and shall always remain in the office. In accordance with TREC requirements, DE maintains the following records for at least four years from the date of closing, termination of the contract, or end of a real estate transaction: (1) disclosures; (2) commission agreements such as listing agreements, buyer representation agreements, or other written agreements relied upon to claim compensation; (3) substantive communications with parties to the transaction; (4) offers, contracts and related addenda; (5) receipts and disbursements of compensation for services subject to the Texas Occupations Code; (6) property management contracts; (7) appraisals, broker price opinions, and comparative market analyses; and (8) sponsorship agreements between the broker and sponsored sales agents. All files and the contents thereof are the property of DE and shall always remain in the office.

PROHIBITION ON WEAPONS/AMMUNITION

DE prohibits any individual from possessing weapons or ammunition of any kind, whether concealed or openly carried, at the workplace or on the Company’s premises. DE’s premises include any and all property owned or leased by DE or occupied by DE employees or independent contractors, such as Sales Associates. Sales Associates are not permitted to transport or store weapons in DE owned or leased vehicles. Any Sales Associate or employee who witnesses any conduct in violation of this policy shall immediately notify their supervisor or HR manager. DE will take disciplinary measures against all Sales Associates who violate this policy, up to and including, termination.

SAFETY

It is our policy to never meet a potential client or customer for the first time at a home or property. If a Sales Associate is uncomfortable with an individual(s), the Sales Associate is hereby directed to take a partner to the appointment, or to decline the appointment.

SUBSTANCE ABUSE AND DRUG TESTING

Our Team Members, clients, customers, vendors, and other people that we work with daily are entitled to a drug‐free workplace and drug‐free professionals representing or cooperating with them. In the interest of providing a safe and professional work environment for team members as well as the public, DE has implemented a policy of “random drug screening.” All Sales Associates, employees, and other independent contractors, managers, and principals are subject to random selection for screening. Refusal to submit to the screening would be grounds for immediate dismissal. The use of illegal drugs by Sales Associates or other independent contractors will not be tolerated and positive test results, upon verification, will result in dismissal of the individual involved.

To ensure orderly operations and provide the best possible work environment, DE expects Sales Associates to follow rules of conduct that will protect the interests and safety of all Sales Associates and the organization.

SAFETY GUIDELINES

It is the policy of DE to provide its Sales Associates a safe and healthy workplace and to follow procedures aimed at safeguarding all Sales Associates. Accident prevention and efficiency in production go together; neither should be given priority over the other.

Safety is everyone’s responsibility. Every Sales Associate is expected to devote the time and effort necessary to always ensure the safety of Sales Associates.

Responsibilities of the Sales Associate Include:

 Obeying the safety rules.

 Following safe job procedures. Not taking shortcuts.

 Keeping work areas clean and free from slipping or tripping hazards.

 Using care when lifting and carrying objects.

 Knowing emergency procedures.

 Reporting unsafe conditions to supervisors.

 Promptly reporting every accident and injury to his/her supervisor.

Failure to observe these guidelines may result in disciplinary action, up to and including termination.

ACCIDENTS OR INJURIES ON THE JOB

No matter how insignificant an injury may seem at the time of occurrence, notify the on‐site supervisor immediately of all accidents or injuries arising out of or sustained in the course of engagement.

SMOKING

In keeping with DE intent to provide a safe and healthful work environment, smoking is prohibited throughout the workplace. This policy applies equally to all Sales Associates, customers, and visitors. Sales Associates who smoke are expected to take smoke breaks outside the premises.

FACILITY & EQUIPMENT

The sales offices should always be manned, and schedules should be adjusted to ensure this happens. In rare instances it may be necessary to leave the office unmanned. In those cases, the appropriate sign should be placed outside the front door.

Sales Associates are responsible for items issued to them by DE or that are otherwise in the possession or control, such as the following:

 Equipment

 Keys

 Manuals

 Cell phones

 All personal copies of computer software developed by or for DE

 All personal copies of DE (and related parties) designs

 Written Materials

Sales Associates must return all DE property immediately upon request or upon termination of engagement for any reason.

NO PET POLICY

Pets and other animals are prohibited in all DE offices. This prohibition shall not apply to readily apparent reasonable accommodations. In the event a reasonable accommodation concerning an animal is not readily apparent, Sales Associates shall request such reasonable accommodation in writing to their Sales Manager. Service animals must be harnessed, leashed, or tethered unless such devices interfere with the service animal’s work. Sales Associates are responsible for and must be in control of their service animal.

XV. DEVELOPMENT MARKETING

** Sales Associates who are involved in New Developments must adhere to the Policies specified in their region’s DE Company Policy Manual. **

DE encourages Sales Associates to work with their contacts and relationships to obtain New Development opportunities. A New Development is either (A) the offering for sale by a single owner of units within a project where there are common interests being allocated amongst all the purchasers in the development. Depending on jurisdiction, this offering may be pursuant to an Offering Plan; Prospectus Document; Public Offering Statement; or similar registration as approved by the applicable governing body within such jurisdiction (i.e.: New York Department of Law (the Attorney General); State of Florida, Division of Land Sales; California Bureau of Real Estate etc.) or (B) a large‐scale New Development Rental project.

The process of working with Development Marketing should begin as soon as a development opportunity has been identified. It is mandatory for all DE Sales Associates to consult with DEDM prior to any Development Marketing assignments in order to ensure its proper handling.

Any Sales Associate who becomes aware of any potential marketing assignments for a new construction development or conversion, must initially discuss such opportunity with the Sales Associate’s Manager. The Manager will direct the Sales Associate to register the “New Development” with DEDM. DEDM has extensive expertise in this area and will assist in securing these types of projects.

Dealing with a Sales Manager: Sales Associates must first complete the New Development Registration Form be signed and delivered to their Sales Manager. Each Sales Manager at DE will be advised and trained as to what policies are in effect and what is acceptable or not.

** Sales Associates are not to contact DEDM or the Legal Department directly. All communications should be through their Sales Manager. **

REFERRALS

If a Sales Associate should refer a “Managed” New Development to DEDM, such a Sales Associate shall be eligible to receive a referral fee which shall be equal to 5% of the gross commissions earned and paid to DE (on the listing side) for the sale of units with a maximum of $500,000.00. The payment of any referral fees shall be made only in such instances where there is a direct nexus between the Sales Associate’s referral to DEDM and DE’s engagement to serve as the Exclusive Sales agent for the New Development and the execution of a Referral Fee Agreement memorializing such introduction and the terms of payment.

If the project is a “Managed Project”, then pursuant to the terms hereunder, a referral fee will be paid to the referring Sales Associate. If the project is a “Non‐Managed Project”, then no referral fee will be paid to the on‐site Sales Associate.

Sales Associates, at their sole cost and expense, are responsible for payment of any referral fees related to the project to any other licensed real estate brokers or attorneys who participated in sourcing the referral and which are subsequently referred to DEDM.

PROPOSALS/EXCLUSIVE AGREEMENTS

DEDM will generate all proposals and Exclusive Sales Agreements. Proposals will be submitted to a Developer only after an initial meeting with a senior member of DEDM and an analysis of the project has taken place. Sales Associates must fill out an Initial Development Agreement Questionnaire Form with all pertinent terms and contact information. The Form is provided to the Sales Associate by the their Manager and can also be found on DOUGLAS, in the New Development section ‐https://elliman.sharepoint.com/ND/Pages/Home.aspx. To limit liability, only DEDM’s Chief Operating Officer & Counsel or DE’s General Counsel is authorized to negotiate and sign an Exclusive Sales Agreement for Development Marketing projects on behalf of DE.

NO MANAGER OR INDIVIDUAL SALES ASSOCIATE IS AUTHORIZED TO NEGOTIATE AND/OR EXECUTE AN EXCLUSIVE LISTING AND MARKETING AGREEMENT.

A member of DEDM will attend a meeting with a developer before an Exclusive Sales Agreement has been signed. Once an Exclusive Sales Agreement is signed, it is the joint responsibility of the Sales Associate and DEDM to make sure the Exclusive Sales Agreement is current and all listing conditions are met.

Should an extension to the Exclusive Sales Agreement be needed, DEDM must be notified at least forty‐five (45) days prior to the expiration of the listing so there is adequate time to negotiate and prepare the terms of the extension. In case of a termination of any “Managed” Exclusive Sales Agreement, any and all termination fees paid will be solely the revenue of DEDM.

All executed Exclusive Agreements generated from DEDM or from a DE office will be centrally filed at DEDM.

MANAGED PROJECTS

A managed project occurs when either (i) the New Development exceeds ten (10) total Units pursuant to the Offering Plan; or (ii) the New Development exceeds $50,000,000 in total sellout or (iii) DEDM has established the relationship with a developer and is the procuring cause of a New Development project. In certain instances, DEDM will then extend an offer to a Sales Associate to participate and work on the project as an On‐Site agent.

The factors used in determining a Sales Associate’s split will include the development’s projected revenues and expenses, the Sales Associate’s relevant experience and initial contact and level of Sales Associate involvement during the development cycle.

Any income earned while a Sales Associate is working on a Managed Project will not count towards their gross production levels. A Sales Associate’s individual split and award levels are not increased when working on a managed project.

NON‐MANAGED PROJECTS

A non‐managed project occurs when: (i) the New Development is ten (10) Units or less; or (ii) the New Development’s sellout is less than $50,000,000 and (iii) a Sales Associate has established the relationship with a developer and is the procuring cause of a Development Marketing project.

NO NEW DEVELOPMENT MAY BE NON‐MANAGED IF THE TOTAL UNITS AT THE PROJECT EXCEED TEN (10) UNITS AND/OR $50,000,000 IN TOTAL SELLOUT.

A Sales Associate’s commission split for non‐managed development projects will be equal to their resale commission split at the time of closing of the Units at the Property, less five (5%) percent for administrative and other related fees and costs. (i.e. Resale Split of 60% ‐  5%= 55% New Development Split).

In return, a Sales Associate will receive from DEDM support in preparing and negotiating the Exclusive Sales Agreement, a building page in the New Development section of elliman.com, and inclusion in the Company‐wide email blast. All expenses not paid for by the developer will be the responsibility of the Sales Associate. The Company will not incur any expenses while participating on a non‐managed project.

Any commission income earned while a Sales Associate is working on a non‐managed project will count towards their gross production levels.

ON‐SITE SALES ASSOCIATE SALES AGREEMENTS

DEDM separates all development projects in two categories: MANAGED PROJECTS and NON‐MANAGED PROJECTS. A Sales Associate’s commission split is based on which type of project they participate in.

In order for a Sales Associate to be assigned as a listing agent on a Managed Project and entered into DE’s systems, the Sales Associate agrees that their commissions will be paid at a split pursuant to an On‐  Site Sales Agreement whereby the Sales Associate is appointed by DE to serve as the listing agent for the New Development. Sales Associate must sign and deliver such on‐site agreement as prepared by DEDM or DE’s General Counsel to DEDM’s Chief Operating Officer & Counsel, outlining the Sales Associate’s responsibilities and the split that the Sales Associate will receive.

EBLASTS

Eblasts for Non‐Managed projects can be sent to reception712@elliman.com and will be distributed via Development Marketing Sales via DE’s email platform, EMMA. Please send the file as a JPEG, along with the requested subject line and any hyperlinks. DEDM is not responsible for creating or editing the Sales Associate’s eblasts. Please ensure all legal language is included.

Eblasts for Managed projects must be approved by a DEDM project manager prior to distribution.

ADVERTISING, MARKETING, AND “PR” FOR MANAGED AND SEMI‐MANAGED PROJECTS

Each State has its own rules and you must consult with your Manager prior to advertising the sale of any Units for sale at a New Development. All New Development advertisements must prominently display DEDM’s logo, Fair housing/legal language, the requisite disclaimers (CD# or CPS#) and “artist’s rendering” if applicable. Pricing for individual units MUST match most recent Schedule A or other documents as approved by the governing body of such state in which the development is located.

In general, all marketing/advertising related costs are the responsibility of the developer. Any costs not covered by the developer will be the responsibility of the Sales Associate for non‐managed projects. All advertising invoices received by the Company on behalf of a Sales Associate will be deducted against commissions as they are paid to the Sales Associate.

All press releases are subject to approval by DEDM and DE’s Vice President of Public Relations.

SALES OFFICE AND STAFFING

When working on a Managed Project, Sales Associates are not responsible for on‐site office staffing expenses; however, Sales Associates are solely responsible for all on‐site staffing expenses when working on a Non‐Managed Project. All on‐site staff will be subject to the approval and supervision of DEDM.

PROSPECTIVE CLIENT REGISTRATION

Proper registration of all potential Buyers is important not only for maintaining contact information, but is critical for preparing a customer profile to better target marketing dollars. In most cases, this is also important or required feedback for the developer. NewDevelopmentOperations@elliman.com can provide the Sales Associate with a template of Registration Forms if requested (that must be filled out by the Buyer and or Sales Associate and these registration forms will be the basis for the information needed to put together the Prospect Report).

REPORTING INFORMATION

In order to allocate proper resources to each development, it is important to get progress reports and status updates from Sales Associates on a regular basis. To assist in this effort, all Sales Associates with a development project are required to submit the information on a weekly basis to NewDevelopmentOperations@elliman.com.

RESEARCH REQUESTS

All comp report requests must be submitted via email to DEDM’s VP of Business Development. No comp reports will be issued without a proper registration form on file. For Non‐Managed projects, DEDM will provide one (1) comp report during the life of the project. For potential New Developments that do not yet have a signed Exclusive Agreement, a courtesy “off‐the‐shelf” comp report will be provided.

XVI. ADVERTISING, MARKETING, AND CORRESPONDENCE

DE’s creative staff is committed to upholding the DE brand standards and guidelines. The policies in this document are designed to ensure adherence to DE guidelines, federal, state, and local rules, regulations, and statutory requirements.

MARKETING DEPARTMENT

All requests submitted using the Marketing Request Form will be answered within one (1) business day and processed within five (5) business days, dependent upon scope of request. Requests missing relevant content and/or submitted by phone or by e‐mail, will be delayed. If your request comes in after 5:00 p.m., it will be addressed the following business day.

Hours: 9:00 a.m. – 5:00 p.m. Monday‐Friday

RESPONSIBILITIES

Sales Associate Responsibilities:  Copywriting

 Utilizing StudioPro and Xpressdocs templates to create marketing materials

 Social Media management and execution

 Vendor scheduling and outreach

 SOI Management

 Address lists for mailings

Marketing Responsibilities:

 Marketing strategy

 Manage incoming agent requests

 Social Media tactics

 Advertising planning and creation

MARKETING MATERIALS

All marketing materials must:

 Adhere to the Douglas Elliman Brand Guidelines and are subject to approval by the Marketing Department prior to being released to the public.

 Contain the DE name, as broker, and the DE local office address and telephone number as well as appropriate disclosures and disclaimers from FHA.

 DE’s logo needs to be displayed prominently and cannot be smaller than the name of the Sales Associate.

 Be approved by a Manager prior to sending.

MAILINGS

All Sales Associates can mail to any building and will be subject to certain restrictions.

 All mass mailings or canvassing letters must be approved by the Marketing Department in advance of mailing to the public.

 All mailings must be constructed on DE letterhead and/or existing DE templates, to ensure that appropriate errors and omissions, disclosures and disclaimers are in place.

 Ensure that mailings conform to the Douglas Elliman Brand Guidelines.

 Sales Associates cannot use Company logos or trademarks on any mailing materials without written approval by DE. However, if the Sales Associate obtains the logo from the DE website or from a marketing platform licensed by the Company, then such use shall be deemed permitted by the Company, assuming that it does not violate any other terms of this Policy Manual.

 Sales Associates cannot use images of individuals on any mailing materials without written approval by the individual.

 Sales Associates cannot use images or references to property unless the Company has authorization from the property owner, or, if such property is the exclusive listing of another real estate broker such real estate broker’s permission.

E‐MAIL MARKETING

All e‐mail marketing must be executed using Elliman branded templates that have been previously approved by Marketing Department. These must include appropriate disclaimers and follow all CAN‐SPAM laws.

ADVERTISING

To ensure quality, brand, and legal compliance, all advertising must be placed through the Marketing Department.

The Marketing Department has created an Approved Advertising Schedule of vetted, diverse, and most effective vehicles to promote Sales Associate’s exclusive listings.

All personal marketing initiatives, which do not include exclusive listings for sale or rent, must meet the following requirements:

 Approval of the Marketing Department.

 Adherence to the Douglas Elliman Brand Guidelines.

 Adherence to the local and state guidelines and regulations.

 Submitted for legal and marketing review and sign off prior to distribution.

 Paid for directly by Sales Associates.

DE reserves the right to recoup all advertising over‐expenditures against future commissions. If a Sales Associate feels that an error has been made regarding their budget, they are asked to please contact their Sales Manager within thirty (30) days.

Ads are accepted on a first‐come, first‐served basis and are chosen based on caliber of listing, timing, price, and audience. Alternate publications will require the written approval of a Sales Manager and the assistance of the Marketing Department for creative development and placement. Please note that, per local and state regulations, only the Marketing Department may sign off on media contracts for Sales Associate’s advertisements. Neither Sales Associates nor Sales Managers are authorized to bind the Company by executing agreements with advertisers. The Company will not honor any agreements executed by Sales Associates or Sales Managers without authorization.

Design decisions and brand integrity are the province of the DE Marketing Department. The Marketing Department shall have the power to make design decisions for any advertisements placed, and in the event of disagreements over design and/or branding, its decisions shall be final.

VENDOR APPROVAL

 All vendors must adhere to the Douglas Elliman Brand Guidelines and are subject to approval by the DE Marketing Department prior to being released to the public.

 All vendor services, graphic design, photography, floor plans, videos, appraisals and consultation, freelance writing and signage must be approved by DE.

 All vendor services must be ordered through DE vendor order forms or other applicable methods.

CORRESPONDENCE

All correspondence must be on DE letterhead, to ensure that appropriate errors and omissions, disclosures, and disclaimers are in place. No E&O or other coverage will be extended to Sales Associates related to security breaches or wire fraud or other issues related to email correspondence if the Sales Associate does not use their DE email.

PERSONAL MARKETING

Sales Managers and the Marketing Department must be consulted, and approval is required in writing prior to beginning any personal marketing project. It is mandatory that all personal marketing materials conform to Douglas Elliman Brand Guidelines. In addition to Sales Manager approval, all personal marketing must be submitted for legal and Marketing Department review and sign off in advance of public viewing.

STAGING

Virtual staging may only be used to a virtually clean space and/or add furniture to an empty space. Virtually cleaning walls is permitted. Sales Associates may only change the paint with permission from Sales Managers and the Marketing Department. Changing the physical/ structural aspects of the space itself is only permitted in certain circumstances and only with approval of Sales Managers and the Marketing Department, which includes but is not limited to:

 Changing the floors

 Changing the walls

 Changing the windows

 Adding or removing air conditioning units

 Changing light fixtures

Virtually staged images must be labeled with a standard DE disclaimer within the image itself. Commercial spaces may not be able to be staged and should not be held to the standards of residential properties. Artist renderings of a property (interior or exterior) must be labeled as an artist rendering within the image itself. Videos not ordered through our approved vendor list are subject to review and may be rejected.

SALES ASSOCIATE CREDITS & GUIDELINES

Applicable Sales Associates will receive Sales Associate Credits, which are divided into two (2) consecutive six (6) month periods (i.e., January 1st to June 30th, and July 1st to December 31st), and do not carry over between periods or into any other periods, subject to the below terms and those of each Sales Associate’s independent contractor agreement. For any questions regarding Sales Associate Credits,

approved vendors, or services, please contact the Marketing Department.

Applicable Expenditures:

Sales Associate Credits may be used only for marketing and advertising services that are offered by and/or ordered through the Marketing Department or third‐party marketing and advertising services purchased directly from outside vendors that are pre‐approved by DE.

Sales Associates may use Sales Associate Credits only for items that create greater visibility for the Sales Associate and the Douglas Elliman brand or that go beyond the minimum marketing effort. These include, but are not limited to, the following:

 Print publication ads for you or your listing (e.g., Paper City).

 Digital advertisements (e.g., Geofencing).

 Photography of Sales Associate.

 A third‐party social media advisor.

 Custom design and printing for direct mail.

 Custom listing presentations.

 Custom signage pre‐approved by the Marketing Department.

 Branded promotional items.

 Videography, virtual staging, virtual tours, designed floor plans.

 Other services pre‐approved in writing by the Marketing Department.

Sales Associates may not use Sales Associate Credits for general costs of doing business, do not create greater visibility for the Sales Associate and/or the Douglas Elliman brand. These include, but are not limited to, the following:

 Printing, postage, office supplies, copies, stationary, notecards, etc.

 Property Brochures

 House Sheets

 Listing Photography

 Balloons

 Open House Signage

 Supra Lockbox

Reimbursements:

Sales Associates must pay for all third‐party marketing and advertising services directly and seek reimbursement from DE in writing, with evidence that such services have been fully paid, within thirty (30) days of such payment. If a Sales Associate submits a timely and complete request for reimbursement, DE will reimburse applicable costs within thirty (30) days of receipt. If a Sales Associate submits a late or incomplete request for reimbursement for such services, DE is not obligated to reimburse those costs.

Virtually staged images must be labeled with a standard Douglas Elliman disclaimer within the image itself. Commercial spaces may not be able to be staged and should not be held to the standards of residential properties. Artist renderings of a property (interior or exterior) must be labeled as an artist rendering within the image itself or next applicable area for the consumer to be aware of. Videos not ordered through our approved vendor list are subject to review and may be rejected.

SALES ASSOCIATE OWNED WEBSITE GUIDELINES

DE requires all Sales Associate‐owned websites, and changes to those websites, which feature any affiliation to DE to be approved in advance by the Sales Associate’s Sales Manager and the DE Marketing Department. The content of the website must comply with all local, state and federal guidelines.

 The DE logo and disclaimer, as seen on www.elliman.com, must appear on the site in a prominent location and are used in accordance with the Douglas Elliman Brand Guidelines.

 The DE name and logo must be larger than that of the Sales Associate logo or website logo.

 The DE name and either address or phone number must appear on the site.

 The look of the site must conform to the Douglas Elliman Brand Guidelines.

 Listings must link back to a property page, either as a new window or a pop‐up within the Sales Associate’s site.

 Sales Associates must disclose that they are DE independent contractors and that all information on the site is independent of DE and that DE accepts no responsibility for false information.

 Sales Associates are not allowed to use a Sales Associate owned website url or an e‐mail that is not the approved Sales Associate’s name@elliman.com in conjunction with any marketing materials, promotional items or advertisements featuring the DE corporate logo. Only the www.elliman.com or askelliman.com url addresses can appear on marketing materials.

TV, BROADCAST, AND REALITY SHOW APPEARANCES

DE, and the law, views Sales Associates as representatives of DE. Accordingly, depending upon the content of a Sales Associate’s statements and/or the perception of a Sales Associate’s demeanor, with respect to an appearance on a television or radio program, any mention or connection by a Sales Associate to or with DE could have a negative impact to the name and reputation of DE. Therefore, to protect DE and its brand, no Sales Associate may appear on a television or radio program (cable or broadcast), without the prior written consent of DE’s CEO, In‐House Counsel, and CXO. Sales Associates who appear on television or radio programs are expected to adhere to the Company’s Public Relations Guidelines, and to maintain a level of professional decorum that reflects favorably on themselves and the Company.

PUBLICITY AND LIKENESS

All Sales Associates, via their engagement as independent contractors with DE, permit and authorize DE, its officers, and its affiliates to photograph, reproduce, exhibit, and otherwise use the Sales Associate’s name, image, and likeness for Company created materials in any format or medium, including, but not limited to, advertisement, social media posts, press releases, and partnerships. Each Sales Associate acknowledges that, by signing the annexed acknowledgment form below, they have reviewed this provision and expressly waive any claims related to such use of their name, image, or likeness including any claims based on a right of publicity or to privacy.

REQUEST FOR PUBLIC RELATIONS DEPARTMENT POLICIES

Sales Managers will vet all requests prior to enlisting the Public Relations Department.

Publicists must be pre‐approved by the Public Relations Department and must acknowledge adherence to existing press policies prior to working for the benefit of a Sales Associate, broker, team, or employee at DE.

Brokers, Sales Associates, teams, and publicists must consult with the Public Relations Department prior to speaking with a media outlet. This applies to stories being pitched to the media, media inquiries that have been presented directly to Sales Associates by a media spokesperson, and the submission of press releases.

No broker, Sales Associate, team, nor publicist shall release information regarding DE, listings, Sales Associate rankings, sales volume, corporate initiatives, new hires, or any other information prior to the DE press release of such data and/or information.

No Sales Associate, employee, broker, publicist, or other DE affiliate may release information about DE, its clients, brokers, or Sales Associates with anyone outside the Company. This includes:

 Disclosure of listing information.

 Any company financial statistics such as sales volume or commissions.

 Requests for company materials other than published materials.

 Discussion of company policies.

 Personal information about anyone in DETX.

 Client information such as selling price, personal details, or address.

 Comments about competitor’s real estate practices.

Sales Associates may not sign Non‐Disclosure Agreements (NDAs) or Confidentiality Agreements on behalf of DE. If a client requires an NDA, bring the agreement to a Sales Manager for review and signature.

CLIENT DATABASE

In connection with DE’s desire to assist Sales Associates in their marketing and sales efforts, Sales Associates may compile and organize

an electronic database of their client contact information and sphere of influence in StudioPro, DE’s CRM, marketing, and transaction platform. Client contact information added by a Sales Associate to the StudioPro platform will be used for the Sales Associate’s and DE’s marketing and sales efforts, will not be made available to other Sales Associates, and will be kept confidential from such other Sales Associates. DE may employ the services of outside vendors to prepare the database.

When a Sales Associate is no longer associated with DE, upon such Sales Associate’s request, all the information the Sales Associate has provided to DE to be included in the database as described above will be returned to the Sales Associate in the original format in which the Sales Associate delivered the information to DE.

Spam Waiver: To ensure compliance with federal legislation and our terms of use, each Sales Associate must make sure everyone in the mailing list they have provided to the Company:

 Is a customer, member or subscriber of the Sales Associate’s business or organization; and

 Has signed up or otherwise asked to receive the Sales Associate’s e‐mail.

Should a Sales Associate violate these provisions, he/she will be personally responsible for any fines or other economic harm suffered by DE.

Please Note: Sales Associates may not e‐mail any address that has been purchased, rented, appended, harvested, or in any way obtained from a third party or without the e‐mail address owner’s awareness and permission. Violation of this spam policy may result in suspension or termination of a Sales Associate’s account by our e‐mail marketing providers.

XVII. UNITED STATES COPYRIGHT LAWS

DE Policies: Even though Sales Associates are independent contractors, they are expected to follow all DE policies when performing licensed real estate activities. DE’s policy is to comply in all respects with the United States Copyright Act.

Background: The United States Copyright Act protects original works of authorship, including artistic works, such as photographs. The activities of real estate professionals in promoting real estate listings are subject to the Copyright Act. The Copyright Act provides for a broad range of damages that a court can assess against a Sales Associate found to have used copyrighted materials without the copyright holder’s consent. These damages range from $750 to $150,000 per material or photograph used.

The Rules:

Sales Associates must not include materials subject to copyright protection in promotional materials. This includes, but is not limited to, real estate listings, articles, blogs, and websites. Sales Associates may not:

 Use any third‐party trademarks or copyrighted materials;

 Repost, reproduce, and/or republish photographs, articles, blogs, and websites, in whole or in part, without the copyright holder’s prior written permission.

In no circumstance may a Sales Associate pass‐off another’s photographs, articles, blogs, or websites (i.e., both internal and external to DE) as their own original content irrespective of receiving prior written permission from the work’s author.

Procedures: Before using any photograph or article in whole or in part that the Sales Associate did not create or pay for, the Sales Associate MUST first obtain written permission from the creator or author of the work. Often times, that means paying a fee for the use. A Sales Associate who obtains permission and/or pays a fee for the use of the work, must make sure to carefully read and understand the terms of use of the work, particularly whether or not they are permitted to send, transfer or otherwise disseminate the work to third parties. Most often, if a Sales Associate pays for the use of a work, it is for the single use of the work and does not grant permission to send, transfer or otherwise disseminate it to anyone.

Legal Repercussions: If a Sales Associate is accused of using copyrighted material without consent, such claims are not covered by DE’s insurance policies or the Sales Associate’s Errors and Omissions policy, and DE will not pay for the Sales Associate’s legal representation or damages arising from such claims. Furthermore, the Sales Associate will be required to defend, indemnify, and hold DE harmless from any claims relating to their unauthorized use of copyrighted material. In addition to the adverse financial consequence to a Sales

Associate, any violation of this policy may result in disciplinary action up to and including immediate termination of the brokerage/Sales Associate relationship.

Conclusion: The Company will hold any Sales Associate responsible for failure to follow these procedures. The Sales Associate also agrees to indemnify, defend, and hold DE harmless from any and all claims, damages, liabilities, judgments, costs, including reasonable attorney fees, that directly or indirectly relate to Sales Associate using copyrighted material and/or failing to follow these procedures.

XVIII. SOCIAL MEDIA POLICY AND GUIDELINES

“Social media” includes, but is not limited to, blogs, wikis, social networks, virtual worlds, and other media yet to be identified or created and that are used to connect Sales Associates with the rest of the world.

The policies cover use of social media for all employees, Sales Associates, and independent contractors of DE and engage on social media sites for personal purposes.

 The following disclaimer on social media sites must be used for all postings: “The views expressed herein are my personal views and do not reflect the views of Douglas Elliman”.

 No communications on social media sites should be made as though the communications are “official” statements of DE without the prior written authorization of DE.

 Any mention of DE must adhere to the brand guidelines including usages of trademarks and logos.

 If Sales Associates incorporate a trademark into a username with any social media site (including twitter handles, Facebook pages, etc.), please remember that DE owns those assets and their use must be approved by the SVP of Marketing, Texas.

 All policies and procedures set forth in the DE’s IT Policy on Internet or Device remain in effect. Please review those procedures.

 All policies and procedures set forth in the DE’s Employee, Sales Associate, or Independent Contractor Handbook [and any Code of Conduct] remain in effect.

 Submit a list of social media sites that Sales Associates are currently using for professional purposes to their Sales Manager.

 No messages should contain statements that are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, gambling‐related, drug‐related, alcohol‐related, profane, racist, sexually explicit, or indecent.

 Real estate Sales Associates are required to follow certain ethical guidelines including the nondisclosure of confidential information of their clients.

 Do not use any trademarks or copyrights of DE unless receiving specific authorization to do so in writing from the Marketing Department. If Sales Associates use any third‐party trademarks or copyrighted materials, they must give proper credit or provide a link to a site if the materials were available on‐line.

 Do not repost, reproduce, and/or republish other’s articles, blogs, and websites, in‐whole or in‐part, without their written permission. In no circumstance may a Sales Associate pass‐off another’s articles, blogs, and websites (i.e., both internal and external to DE) as their own original content irrespective of receiving permission from the work’s author, unless the Sales Associate also obtains approval from the In‐House Counsel.

 No content may include claims that cannot be substantiated by fact (e.g., Number 1 Best Broker in the World would have to have a certification setting forth this fact in order to promote it).

 Whenever Sales Associates post in social media, they must tag and/or mention the Company as follows:

Instagram

Tag & Mention: @douglaselliman_texas

Recommended: #TheNextMoveIsYours #DouglasElliman #DETX #DouglasEllimanTexas

Facebook

Mention: Douglas Elliman Texas

LinkedIn

Mention: Douglas Elliman Real Estate

TEAMS

Recognizing that a successful team is often greater than the sum of its parts and that teams are an established way of doing business, the following policy has been implemented to protect and preserve all parties’ rights and relationships.

A “Team” exists whenever more than one Sales Associate’s Gross Commission Income “GCI” is combined into one “gross.” For award purposes at DE, a Team will be defined as one which includes any assistant whether they receive GCI or not.

TEAM NAME & ENTITY

The Team Leader must request a Team name to be approved by DE. The Team name can only be the Team Leader’s name or surname (e.g., “The John Smith Team,” “The Smith Team,” “The Smith Group,” or the “The Smith/Jones Team,” not “The Top Team,” “The Best Group,” etc.). The Team name must also follow the below TREC rules:

 It must end with the word “team” or “group”.

 It cannot contain the words “brokerage,” “company,” “associates,” or other similar terms.

 It can include the words “Real Estate,” “Property,” “Homes,” and “Realty.”

TEAM MEMBERS & REQUIREMENTS

The Team includes the lead broker(s)/agent(s) (the “Team Leader”) and the associates, assistants, staff, etc. who work on that Team (collectively, the “Team Members”). All Team Members must have their Texas real estate salesperson’s license (even if they are only doing office work) and said license must be held by DE. All Team Leaders and Team Members must follow and abide by DE Policy. Any costs associated with courses taken by Team Members provided by DE or necessary to keep their licenses in good standing are to be paid by the leader of the Team or the Team’s corporate entity.

All Sales Managers must approve in writing of the formation of a Team. All Sales Managers have the right to dissolve a Team. All Team Members must be interviewed and approved by the Sales Manager of the Team’s office prior to hiring. Although Team Members may work for and are paid by the Team Leader, all licenses are held by DE and held at the discretion of DE. All Team Members ultimately report to the Sales Manager of the office where their Team is located.

Without first getting a Sales Manager’s approval, no Team Leader or Team Member shall canvas or recruit directly from the pool of Sales Associates or staff for additional Team Members.

The Team Leader must speak with their Sales Manager about their plans to expand from within DE before doing so. All Team Members must be supervised by their Team Leader and follow all DE policies in effect. The Team Leader is personally responsible for their Team Members’ professional behavior, ethics, training and compliance with Company policy and applicable regulations. Written documentation of all financial splits and “work agreements” between the Team and its Team Members must be in the form provided and approved by the Company and the signed versions must be on file with the Sales Manager as well as with the office of the Managing Broker. In the event no written agreement exists, management will assume that the split between Team Leader and Members are 50/50.

TEAM SIZE

Subject to their Sales Manager’s approval, no Team will be larger than ten (10) Team Members, which includes the team leader, assistants, staff, and other real estate associate brokers/salespersons.

TEAM COMMISSION & INDIVIDUAL FINANCIAL ARRANGEMENT(S)

Although each Team Member’s license will be held by DE, DE’s financial relationship is with the Team Leader and all gross commission income will be credited to the Team Leader.

The Team Leader and applicable Team Member(s) must sign off on all commission slips submitted to the Accounting Department and DE will pay the Team Members as set forth on such commission slip. The Team Leaders and Team Members agree that DE shall have no liability to the Team Leader or Team Member for payment of a commission, except as set forth on the commission slip.

All disagreements, conflicts, etc. between Team Members must be submitted to Mandatory Arbitration as set forth in these Policies. The decision in arbitration shall be final and binding upon all parties.

DE will not be responsible for the payment of awarded to Team Members. Team Members must look solely to their Team Leader for payment. ONLY Team Leaders can direct the commissions department on the allocation of commissions paid out to Team Members. DE processes and disburses commission payments to Team Members according to the Deal Sheet submitted to the Commissions Department.

TEAM MEMBER E&O INSURANCE

It will be the responsibility of the Team Leader(s) to pay DE the insurance premiums for each Team Member.

ADVERTISING, MARKETING & PUBLICITY

All Team advertising and marketing must comply with TREC rules, current DE advertising and marketing policies, and any Douglas Elliman Brand Guidelines then in effect. Each advertisement must include the Team name and the Company’s name in at least ½ the size of the largest contact information for any sales agent, associated broker, or Team name in the advertisement. No advertisement can mislead the public or imply that a Sales Associate or team is for the operation of the Company’s real estate brokerage business.

Any publicity person or firm that is hired by a Team must be approved by the Senior Vice President of Marketing and DE’s General Counsel, before said publicist’s engagement by the Team.

Any Team logo must be approved by the Senior Vice President of Marketing as well as by the Company’s General Counsel, before said logo is used by a Team in any printed, electronic, or other media.

XX. RECRUITING BONUS PROGRAM

A Sales Associate (the “Recruiting Sales Associate”) earns a bonus by introducing and actively recruiting a potential candidate (a “Referred Sales Associate”) that produces above $125,000 GCI in their first twelve (12) months with DE, or if the Recruiting Sales Associate has completed the Recruit a Sales Associate Form to begin this process prior to June 1, 2023 and the Referred Sales Associate joins DE before May 1, 2024, and all other requirements of this Article have been met. For purposes of clarity, no Sales Associate can refer a Referred Sales Associate on or after June 1, 2023, and no Sales Associate can receive a bonus for any applicable Referred Sales Associate on or after June 1, 2024.

If the Referred Sales Associate is already registered with DE and/or if the Referred Sales Associate is a member of the Recruiting Sales Associate’s Team or any other Sales Associate’s Team in DE at the time the Recruiting Sales Associate has completed the Recruit a Sales Associate Form, or if the Recruiting Sales Associate completed the Recruit a Sales Associate Form on or after June 1, 2023, this bonus will not be applicable for such Referred Sales Associate and, accordingly, Recruiting Sales Associate will not be eligible for such bonus.

If the Referred Sales Associate is applicable for this program, the Recruiting Sales Associate will be notified if the Referred Sales Associate becomes a DE Sales Associate. Based on the Referred Sales Associate’s production during their first twelve (12) months at DE, the Recruiting Sales Associate will receive a Recruiting Bonus as set forth below:

GCI During the Referred Sales Associate’s first twelve (12) months at DE Rate

$2,000,000+

$2,500

$600,000 – $1,999,999 $2,000

$350,001 – $599,999 $1,500

$200,001 – $350,000

$125,000 – $200,000

“Actively recruiting” is defined as the Recruiting Sales Associate communicating and promoting DE to the Referred Sales Associate, additionally defining why they choose to be at DE, and why they feel the Referred Sales Associate will be a good fit for DE, before introducing the Referred Sales Associate to DE. Once recruited, the Recruiting Sales Associate is expected to remain a conduit for the Referred Sales Associate to help connect and navigate within DE during the Referred Sales Associate’s first twelve (12) months with DE.

If there are multiple Recruiting Sales Associates for the same Referred Sales Associate, only the first Recruiting Sales Associate to submit a written referral to DE for the applicable Referred Sales Associate, in the form required by DE, will be eligible for the recruiting bonus. DE has the ultimate right to determine when the bonus has been earned.

XXI.

ERRORS AND OMISSIONS INSURANCE

This policy sets forth DE’s and its Sales Associates’ respective obligations concerning E&O insurance coverage, payment of deductible under professional liability/errors & omissions insurance (“E&O”) coverage, and payment and handling of claims and expenses incurred where no E&O coverage is available, or the claim is excluded from E&O coverage. TERM

During a Sales Associate’s affiliation with DE, the Sales Associate must be covered by E&O.

ERRORS AND OMISSIONS BENEFITS PROCURED BY DE

DE will employ its best efforts through licensed insurance agents or brokers to procure and maintain during a Sales Associate’s affiliation with DE E&O containing such coverages reasonably available in the insurance market when coverage is bound that is usually and customarily included within such insurance coverage at such coverage limits which DE in its sole, unfettered and absolute discretion may determine are acceptable, expedient, reasonable or necessary. The “named insured” shall be DE, however, such E&O coverage shall either specifically name Sales Associate as a “named insured”, an “additional named insured”, an “additional insured”, or shall include the Sales Associate within any definition of a person “insured” within such E&O coverage. DE shall procure E&O coverage described herein upon whatever terms, including but not limited to, premium and deductible amounts, that DE in its sole, unfettered and absolute discretion, deems to be acceptable, expedient, reasonable or necessary. Further, the E&O coverage may also contain such limitations, exclusions or exceptions to the coverages provided within such policy which DE, without liability to or recourse from the Sales Associate, in its sole, unfettered and absolute discretion may determine are acceptable, expedient, reasonable or necessary, and which may be determined based upon the state of the insurance market at the inception of coverage. DE does not warrant or guarantee its ability to obtain E&O coverage, nor does it warrant or guarantee that any particular claim, demand or suit will be covered by E&O.

RECEIPT OF BENEFITS UNDER THIS AGREEMENT

The receipt of any right or benefit by Sales Associate under E&O is expressly conditioned upon all of the following: (a) Sales Associate has paid and is current on Sales Associate’s E&O fees as outlined in Sales Associate’s Independent Contractor Agreement; (b) Sales Associate has paid or is current on all other fees, charges or amounts due under the Sales Associate’s Independent Contractor Agreement with the Company; (c) Sales Associate has signed and is in compliance with all of the terms and provisions of their Independent Contractor Agreement with DE; (d) the Sales Associate has complied with the rules, policies and procedures of DE; (e) Sales Associate was an active licensee with DE at the time the alleged error or omission occurred; (f) the claim, as determined by the insurer(s) providing the E&O coverage, is accepted as a covered claim. In all instances, the failure or refusal of any insurer providing E&O coverage to defend, indemnify, reimburse, or otherwise extend coverage to a Sales Associate for any or no reason shall not in and of itself subject DE to any liability to Sales Associate.

ANNUAL E&O FEE SCHEDULE AND PAYMENT ELECTION

Sales Associates are expected to pay their E&O fees in compliance with their Independent Contractor Agreements upon affiliation with DE. DE reserves the right to recoup unpaid E&O fees from Sales Associate commissions. If a Sales Associate’s licensee relationship with DE terminates, such Sales Associate shall not be entitled to any refund of any amount of their paid E&O fee. In order to receive the benefits of the E&O coverage to be procured by DE under the terms and conditions of this Article, and in return for other valuable consideration provided by DE to its Sales Associates.

SALES ASSOCIATE E&O AND CLAIM PAYMENT OBLIGATIONS

If a demand, claim, action, lawsuit, complaint, or other similar proceeding is brought or filed, or a dispute is alleged, against a Sales Associate or a Sales Associate is otherwise accused of any wrongdoing (together, the “Dispute”), the Sales Associate must immediately report the Dispute to DE’s Legal Department and fully cooperate with DE in investigating, defending, and taking any action with respect to such Dispute. To the extent that DE’s E&O insurance policy (“DE E&O Policy”) does not cover the Dispute or the Costs (as defined herein) of such Dispute; or if the Dispute is based on, or arises from, allegations of fraud; misrepresentation; the willful, reckless, or negligent acts or omissions of the Sales Associate; malfeasance; nonfeasance; fair housing claims; copyright claims; claims by family members; or acts of Sales Associate which are outside of the Sales Associate’s authority or responsibilities as a real estate agent

associated with DE (together, the “Excluded Disputes”), Sales Associate shall indemnify, defend and hold DE harmless from all claims, damages, costs, expenses, judgments, awards, and liabilities, including reasonable attorneys’ fees (collectively, the “Costs”). For all other Disputes arising out of Sales Associate’s alleged conduct (the “Included Disputes”), Sales Associate’s share of the Costs shall be in the same proportion as the division of the commission between Sales Associate and DE pursuant to Sales Associate’s Split in effect at the time such Dispute is initiated.

For all Included Disputes, Sales Associate shall pay to DE the same percentage that such Sales Associate did receive or would have received as a fee resulting from the transaction of the applicable E&O deductible (e.g., if the Sales Associate’s commission on the transaction was 80%, then Sales Associate will pay DE 80% of the applicable E&O deductible, and DE will be responsible for the remaining 20%, except as otherwise stated in the Sales Associate’s Independent Contractor Agreement) and, for all Excluded Disputes, Sales Associate shall pay to DE $25,000 or such lesser amount as unilaterally determined by DE, applicable such deposits must be made by Sales Associates within ten (10) days of receipt of demand for payment by DE. Thereafter, to the extent the applicable deposit is depleted, Sales Associate shall pay to DE the full amount of any invoice or demand for payment from DE for amounts billed to or paid by DE with respect to a Dispute, including any and all associated Costs. DE shall be entitled to, and Sales Associate irrevocably authorizes DE to, offset any amounts due hereunder against any commissions due to Sales Associate, without prejudice to DE’s rights to otherwise pursue collection of any unpaid balance.

In addition, the decision to pay any amount of money to settle or resolve any claim, dispute, lawsuit, action, or other similar proceeding, or to satisfy any verdict shall be made solely by DE in its sole, unfettered and absolute discretion, subject only to the provisions of the Independent Contractor Agreement between DE and Sales Associate. Any right available to Sales Associate under the E&O coverage to select defense counsel or consent to any settlement of any claim by any insurer shall be exercisable by DE, in its sole, unfettered and absolute discretion, on behalf of Sales Associate. If, after there is a joint defense of DE and Sales Associate, an actual or potential conflict arises in representation, unless such conflict is waived in writing by the parties, the joint representation will be terminated and counsel for DE will withdraw from representing Sales Associate, and Sales Associate will be advised to seek separate counsel, the cost of which will be borne by Sales Associate unless covered by the E&O coverage. In the event that a conflict is declared, Sales Associate agrees that counsel for DE may continue to represent DE. Sales Associate always has the right to select and be represented by independent legal counsel at Sales Associate’s sole expense. The obligation of Sales Associate to make the payments described in this paragraph shall arise irrespective of whether DE elects to tender such demand, claim, lawsuit, or other similar proceeding to the insurers providing the E&O coverage, or whether such demand, claim, lawsuit, or other similar proceeding is or is not covered under E&O coverage. Any amounts paid by Sales Associate under this paragraph that are not used by DE as provided herein shall be returned to Sales Associate. At all times, Sales Associate agrees to cooperate with DE, its defense counsel, and any insurer providing E&O coverage, and agrees to attend meetings, hearings, mediations, depositions, and trials, as well as supply DE, its defense counsel and any insurer providing E&O coverage with information and documents as may be required to evaluate, adjust, settle, try, or otherwise dispose of the claim.

LITIGATION AGAINST MULTIPLE SALES ASSOCIATES

In the event that more than one Sales Associate is named or identified as a defendant and/or respondent in any demand, claim, action, lawsuit, or other similar proceeding, then each Sales Associate so named or identified shall be responsible separately and individually for all payments due under this Agreement, unless determined otherwise, at DE’s sole discretion.

ENTIRE AGREEMENT

All prior agreements between the parties concerning their obligations to pay for E&O coverage, deductibles, and/or payments for the benefits contained herein, are hereby incorporated into those policies.

SALES ASSOCIATE’S ACCEPTANCE OF DE’S PROCEDURES

In the event of any disagreement or dispute between two or more Sales Associates, provided that the Sales Associates in dispute are unable to satisfactorily resolve the matter between themselves, such disagreement or dispute shall be submitted by each Sales Associate in writing to DE. Such writing may include the Sales Associate’s description of events and exhibits. All Sales Associates hereby authorize DE to proceed and resolve any such differences with a panel consisting of its Broker of Record, General Counsel and a manager designated by the Broker of Record and General Counsel. The parties agree to have DE hold any monies in dispute until its distribution and to hold DE harmless from any decision made. The decision of DE, as aforesaid, is binding on all parties and non‐appealable to a court of law or otherwise.

In the event of any disagreement or dispute between two or more Sales Associates as arising out of or connected with any ethical complaint, such disagreement or dispute shall first be submitted to DE to review and assist in presenting the complaint to the local board.

XXII. EXHIBIT A – COMPLAINT FORM FOR REPORTING SEXUAL HARASSMENT OR IMPROPER CONDUCT

Please see following page.

COMPLAINT FORM FOR REPORTING SEXUAL HARASSMENT OR IMPROPER CONDUCT

If you believe that you have been subjected to sexual harassment, you are encouraged to complete this form and submit it to Human Resources by contacting Douglas Elliman’s Senior Vice President, Human Resources, Lisa Seligman at (212) 891‐7139 or by e‐mail at Lisa.Seligman@elliman.com You will not be retaliated against for filing a complaint.

If you are more comfortable reporting verbally or in another manner, a DE Human Resources representative will complete this form, provide you with a copy and follow its sexual harassment prevention policy by investigating the claims as outlined at the end of this form.

COMPLAINANT INFORMATION

Name:

Work Address:

Job Title:

Work Phone:

Email:

Select Preferred Communication Method: [ ]Email [ ]Phone [ ]In person

SUPERVISORY INFORMATION (if any)

Immediate Supervisor’s Name:

Work Address:

Job Title:

COMPLAINT INFORMATION

1. Your complaint of Sexual Harassment is made about:

Name:

Work Address:

Work Phone:

Email:

Title:

Work Phone:

Relationship to you: [ ] Supervisor [ ]Subordinate [ ]Co‐Worker [ ]Other

1. Please describe what happened and how it is affecting you and your work. Please use additional sheets of paper if necessary and attach any relevant documents or evidence.

2. Date(s) sexual harassment occurred: Is the sexual harassment continuing? [ ] Yes [ ]No

3. Please list the name and contact information of any witnesses or individuals who may have information related to your complaint:

The last question is optional, but may help the investigation.

4. Have you previously complained or provided information (verbal or written) about related incidents? If yes, when and to whom did you complain or provide information?

If you have retained legal counsel and would like us to work with them, please provide their contact information.

Signature:

Date:

ACKNOWLEDGMENT OF RECEIPT OF SALES ASSOCIATE HANDBOOK

I acknowledge that I have received the Douglas Elliman Texas Sales Associate Handbook (the “Handbook”). I further acknowledge that the Handbook supersedes all prior oral or written statements by DE concerning its policies, guidelines, and benefits that apply to Sales Associates. Within seven (7) days of receipt of this Policy Manual (the “Manual”), I agree to either (i) provide my manager with a signed original copy of this acknowledgment or (ii) complete a Training Course and digital acknowledgement for this Manual, which I and the Company will treat with the same gravity as a pen‐and‐ink signature for all purposes, including enforcement of the provisions contained in this acknowledgment and the Manual.

I also understand that:

1. It is my responsibility to read the Handbook carefully, abide by all the policies contained therein and, if I do not understand any portion of it or if I have any questions not answered by the Handbook, I should consult the Human Resources Department.

2. The Handbook is neither an employment contract nor any agreement guaranteeing employment or an independent contractor agreement and/or the provision of benefits of any kind for any specified period of time. I understand that I am acting as an independent contractor and that I am not entitled to and shall not claim any of the rights, privileges, or benefits of an employee of the Company or any or all of its subsidiaries or affiliates.

3. By signing below, I am acknowledging I have read, understood, and agreed to be bound by DE’s Arbitration Policy as a condition of my engagement and that, as a consequence, I am voluntarily waiving my right to a jury trial with respect to any claims, disputes or controversies that relate in any way to my engagement by DE or termination thereof.

4. DE reserves the right to alter, amend, and/or terminate, in whole or in part, any of the policies described in the Handbook, or to modify or deviate from them at any time, without notice, and in DE’s sole discretion.

5. Immediately upon the termination of my contract relationship with DE, I am required to return all Company‐owned property, including but not limited to, confidential or proprietary business information of DE, computer files, diskettes, documents (electronic or otherwise), computer databases, manuals, equipment, software, files, money, keys, credit cards, handbooks, financial and other reports, notes and all other information or property obtained or used by me in the course of my engagement. I agree to certify to DE, in writing, that I have complied with these obligations.

6. Following the termination of my contract with DE, I have continuing obligations to abide by the terms and conditions of certain policies and procedures set forth herein, including, but not limited to “Confidentiality.”

Sales Associate’s Printed Name: Position:

Sales Associate’s Signature: Date:

The signed original copy of this receipt should be given to Human Resources and will be included in your personnel file.