Nevada | DE Policy Manual

INTRODUCTION

This Policy Manual is designed to provide you (“Agent” or “you”) with the basic structure for conducting business at Douglas Elliman Real Estate in the state of Nevada (“DE” or the “Company”).

A copy of this manual is provided to each Agent 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 manual. DE reserves the right to change, revise, update or introduce any policies as needed, especially for legal compliance, and all Agents will be subject to such change or revision. Should there be any conflict between these policies and the terms of the independent contractor agreement, these policies shall control.

CONFIRMATION OF INDEPENDENT CONTRACTOR STATUS

By reading and signing the acknowledgement of receipt of this Policy Manual, each DE Agent confirms that they are an independent contractor and their relationship with the Company is that of an independent contractor only, as per their Independent Contractor Agreement. The Agent also confirms that commercial arbitration rules and NOT employment arbitration rules shall apply to any arbitration proceeding hereunder. It is also further confirmed that the Independent Contractor Agreement shall be deemed immediately terminated should the Agent’s license become expired, suspended, revoked, or otherwise disassociated with DE.

LICENSED STATUS

Per the Independent Contractor Agreement, each Agent represents they are duly licensed by the state of Nevada and that the Agent’s license is in good standing. It is the Agent’s sole responsibility to maintain their license status, and the Agent shall immediately notify management in writing should their license become suspended, revoked or otherwise inactive.

PURSUING THE VISION

MISSION

To be the leading real estate and homeowner service company, always meeting and exceeding our customers’ expectations.

VISION

• Be the market leader

• Lead the industry with the finest people, services and technology

• Exceed DE’s customers’ expectations

• Be leaders in DE’s communities

• Achieve exceptional financial results

CORE VALUES

• Integrity

• Mutual Respect

• Communication

• Teamwork

• Innovation

• Performance

CORE PURPOSE

• To experience the joy of innovation and the application of real estate skills so that DE’s clients and customers will receive the greatest benefit.

• To ensure that anyone who deals with DE will consider it the highest quality experience.

ETHICAL CONDUCT AND PROFESSIONAL PRACTICE

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

All Nevada DE Agents are required to be members of their local Nevada Association of Realtors (“NVR”) affiliated Realtor Board, with membership dues to be paid by each Agent. NVR is affiliated with the National Association of Realtors (“N.A.R.”) which has enacted a Code of Ethics and Standards of Practice that DE fully supports and is applicable to each member as they conduct business.

To achieve these standards, all DE Agents 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.

All Agents have a continuing responsibility to hold client or customer personal identifying information (“PII”) in the strictest confidence. Maintaining the confidentiality of this information is vital and breaking this confidence by improperly divulging information to any unauthorized individual is unethical, improper, and is grounds for immediate dismissal. Agents should always be conscious of their duty to safeguard their clients’ PII during their engagement with, and even after departing from, the Company.

In the office, the “Golden Rule” must be practiced. Agents must remember that fellow Agents and employees are entitled to respect under all circumstances. Good fellowship and the sincere desire to be cooperative and supportive are expected.

COMPLIANCE WITH FAIR HOUSING AND DISCRIMINATION LAWS, STATE, AND RELATED LEGISLATION / REGULATIONS

DE and its Agents are obligated to comply with the federal Fair Housing Act, the federal Americans with Disabilities Act, applicable state and local laws including, without limitation, Nevada Fair Housing Law, Nevada Fair Employment Practices Act (“FEPA”), and all other related legislation or regulations. These laws require both DE and its Agents, with limited exceptions, not to discriminate or assist in discrimination 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,

▪ hair texture and protective hairstyles,

▪ status as a victim of domestic violence, sexual abuse, or stalking, 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 or landlords/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 or landlord/owner seeks creative assistance from DE and its Agents in avoiding a clear facial violation of discrimination laws, DE views such a 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 DE Agents MUST attend all current Mandatory Compliance classes annually.

Any allegations of misconduct under this provision will be addressed through a fair, timely, and thorough investigation. Any allegations of misconduct will be addressed through a fair, timely, and thorough investigation as set forth in this Policy Manual. Agents may consult Human Resources for additional information.

TRAINING POLICIES AND PROCEDURES

NEW AGENTS

Attendance

• All Agents who are new to DE and are newly licensed are expected to attend all training classes to assure that they fully understand Fair Housing Laws, Anti-Discrimination Laws and all related state and federal legislation and regulations. Poor attendance will jeopardize the Agent’s probationary period at DE.

• Agents who are new to DE, but are experienced Agents, are expected to attend all classes that their Managers recommend. Although the entire training program is recommended, DE asks that the Agent please register, in advance, for those classes the Agent’s Manager has recommended with the training coordinator.

• If the Agent knows in advance that the Agent will be unable to attend a class, the Agent’s absence must be excused, in writing, by the Agent’s Manager.

• The Agent should not schedule any appointments that conflict with the Agent’s training classes.

• If the Agent is ill, they should advise the Agent’s Manager prior to the training class.

• If the Agent misses a class, they are responsible for collecting all handouts, and will be expected to make up the class when the course module is next offered (typically the following month).

COMMISSIONS

DE’s name, combined with the right tools and the best Sales Managers in real estate, enables DE’s Agents to exceed their financial goals. DE’s commission schedule is highly competitive and represents one of the strongest packages in the marketplace. DE’s ability to offer DE’s unique initiatives, marketing and technology cannot be duplicated by any other firm.

1. Although commission rates are negotiable, DE has established a business policy that no listing may be taken by an Agent at a commission rate of (i) less than two and one-half (2.5%) percent, per side, for deals up to $10,000,000.00 or (ii) less than two (2%) percent, per side, for deals over $10,000,000.00. A Manager may approve any deviation of such policy, in writing.

2. In connection with this policy, if a listing is taken at (i) two and one-half (2.5%) percent, per side, for deals up to $10,000,000.00 or (ii) two (2%) percent, per side, for deals over $10,000,000.00, and such commission rate is subsequently reduced prior to or at closing, then:

(a) If DE is not the Buyer’s broker, then the DE Seller side of the commission must be (i) at least two and one-half (2.5%) percent, per side, for deals up to $10,000,000.00 or (ii) at least two (2%) percent, per side, for deals over $10,000,000.00. If the DE Seller’s side of the commission is (i) less than two and one-half (2.5%) percent, per side, for deals up to $10,000,000.00 or (ii) less than two (2%) percent, per side, for deals over $10,000,000.00, then such shortfall will be fully absorbed by the Agent, in the event such shortfall was not approved by a Manager in writing; or

(b) If DE is both the Seller’s and Buyer’s broker, then the total commission must aggregate at least four (4%) percent for deals. If the DE commission aggregates less than four (4%) percent for a deal, then the shortfall shall be fully absorbed by the Agent or Agents whose side of the transaction (listing and/or selling) is less than two (2%) percent and not approved by a Manager.

NOTE: If DE is not the Seller’s broker, but is only the Buyer’s broker, then the minimum of two (2%) percent, per side, for deal, minimum commission rate for the DE Buyer’s side of the transaction shall not apply.

An Agent is subject to a Manager review of their commission split rate should their annual gross commission production at the end of a calendar year not meet the annual gross commission production (as set forth above) necessary for the Agent to maintain their commission split rate from the prior year.

Any DE-provided referrals (including referrals from Knight Frank) will be paid to the Agent at their current split less 30% (i.e., if the Agent’s current split is at an 80% of the gross commission income, the referral will be paid to the Agent as if their commission split is 50% of the gross commission income).

COMMISSION CHECKS

DE reserves the right not to release commission checks until and unless transaction files are substantially complete and compliant with DE regulations, such determination is to be entirely within the discretion of management.

The Company reserves the right to impound in an 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 CHANGES

Commission splits are subject to change without notice and are within the prerogative of DE Management.

CHANGE IN EXCLUSIVE AGENT

During the term of a DE exclusive listing, if a new Agent in the same office is assigned to the transaction for any reason whatsoever, then it is up to the discretion of the Manager of that office as to how, if at all, the Listing portion of the exclusive will be split. The Manager’s decision will be final. However, if the issue arises between two offices then the Managers of each office will try to resolve the issue. In the absence of a resolution then the new Agent will automatically pay the first Agent a 20% referral fee if the property is sold to a purchaser during the term 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.

DEPARTING AGENTS

When an Agent terminates their association with DE, the Agent must immediately provide contact information to DE for any clients under contract with a sale or lease transaction that has not closed. Agent must also immediately cease communication with these clients. A departing Agent’s commission split will automatically be reduced to 50% on all deals under contract at time of disassociation. The departing Agent agrees that this reduced split is reasonable as compensation to DE for completing the transaction.

DE shall have the right to recoup bonuses paid to a departing Agent in excess of their normal split level. 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.

With respect to recoupment from Teams, the following terms shall apply:

1. All unpaid Errors and Omissions (“E&O”) Insurance Fees and Corporate Business Fees owed by any Team Member will be deducted from post-termination checks for all Team Members who leave DE with the Team Leader.

2. Each post-termination check will be treated on a “Team payout” basis. Examples include:

a. if Team Leader owes clawbacks for reimbursed assistant pay and advertising allowances, but the post-termination check is payable only to a departing Team Member or to both a departing Team Member and Team Leader, then DE will deduct the clawbacks from both the Team Member’s check and/or Team Leader’s check, as the case may be.

b. If Team Leader is being paid and Team Members owe fees, DE will deduct those Team Members’ fees from the Team Leader’s check.

DISCLOSURES AND DISCLAIMERS

The Nevada Revised Statutes require that all Agents provide their clients and each unrepresented party with a state mandated “Duties Owed by a Nevada Real Estate Licensee” form. A completed “Duties Owed by a Nevada Real Estate Licensee” form signed by the Agent’s client(s) must be received by the Agent and provided to the Office Manager before entering into a listing agreement with each client. A completed “Duties Owed by a Nevada Real Estate Licensee” form signed by the Agent’s client(s) must be received by the Agent and provided to the Office Manager before presenting an offer to purchase real estate for each client. The Nevada Revised Statutes also require that all Agents representing both the Buyer and Seller in a transaction provide their clients with a state mandated “Consent to Act” form. A completed “consent to Act” form signed by the Agent’s clients must be received by the Agent and provided to the Office Manager before the Agent will be permitted to represent both the Buyer and Seller in a transaction. (Note: While these written disclosure forms may not be required for commercial or retail properties, DE Agents must still disclose their agency to all parties.)

GLOBAL RELOCATION AND REFERRAL SERVICES

PURPOSE

The purpose of the Global Relocation and Referral Services team is to generate leads for DE Agents. 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 Agents (broker-tobroker) 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 Agent focuses on all things real estate, the SICs handle the rest!

DEFINITIONS

Broker-to-Broker Referral: This is a referral that is between two (2) Agents, done when the referring Agent does not cover the area where the client is located.

Relocation Referral: This is a referral initiated from a third-party relocation company. In this situation, the corporation enlists the services of a third-party relocation company to administer the relocation benefits to the employee. The third-party company enlists DE to provide real estate services to the person being moved.

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

AGENT 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 brokers who are accepted as a Relocation Specialist. Eligibility to be on this team includes 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

• Be licensed a minimum of two (2) years, with proven, consistent experience and closed/leased transactions in all areas of stated coverage

• Maintain with DE a Nevada 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 Agent through the process, required paperwork and reporting. Agents 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.

An Agent 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 Agent’s relationship with the client has deteriorated. The originally assigned Agent acknowledges no compensation or commission would be owed them in such a situation In cases where the Agent 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 Agent would step back in and close the deal and therefore earn a commission.

DETERMINE IF THE 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, Agents 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 Agent 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 Agent 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 Agents details so the RMC is aware of who the client is working with.

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

• Note: If an Agent learns that the client 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 Agent 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 an Agent knowingly works with a relocating client and fails to inform the Relocation Director, the Agent will still owe the referral fee and be subject to the normal relocation rules within the region as it relates to splits or upcharges.

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 an Agent, the Agent 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 Agent’s behalf, and return to the RMC. In addition, the Relocation Director will work with the Agent to ensure RMC requirements are met.

If the RMC contacts an Agent directly, the Agent 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 Agent should inform DE Relocation Director. In turn, the DE Relocation Director will attempt to negotiate the referral fee.

RELOCATION REFERRAL FEES

TYPE OF REFERRAL

Buyer/Seller

Rentals

FEES PAID TO RELOCATION COMPANY

Referral Fee Up To 50%

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

FEES PAID TO RELOCATION DIVISION AT PDE

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 an Agent is referred a Buyer and the Agent 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 AGENTS IN POSSESSION OF COMPANY REFERRALS

DE has the right to reassign files of those Agents 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 Agent agrees in writing to pay DE a full commission if the referred customer closes on a property. Furthermore, the Agent agrees to adhere to all requirements in handling the referral set forth by the Relocation Department. It is the Agent’s responsibility to speak with the Relocation Department regarding how referral customers and clients will be handled before they leave the Company.

BROKER-TO-BROKER REFERRALS

See the definition of a “Broker-to-Broker Referral”

There are two types of Broker-to-Broker referrals, incoming referrals, and outgoing referrals.

OUTGOING REFERRALS:

When a DE Agent has a client who needs assistance in an area they do not cover, they can refer the client to an Agent in the area of interest. Thus, the DE Agent is the “Referring Agent ” If it is in an area DE covers, the Referring Agent should make every effort to place it with a DE Agent.

If DE does not cover the area, the Referral Manager will research and work to place the client with the best Brokerage and Agent. The Referring Agent can stay as involved as they want, even making the introduction of the Assigned Agent 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 Agent 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 Agent must be CC’d on all referrals placed. This allows DE Relocation Division to track referrals and referral payments. It also allows DE Agents to place referrals directly, provided they have the details of the Destination Agent (Receiving Agent).

INCOMING REFERRALS

A DE to DE referral has two sides – the outgoing side as discussed above (Referring Agent), and the incoming side (Receiving Agent). 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 Agent or not; area of interest and other search details; and any other “fees.” Depending on what is presented, they will confirm with the referring Agent 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 Agent’s Manager.

If there is not a requested Agent, the Referral Manager will research and assign the best Agent, based on location, experience and previous working knowledge. Once placed, the assigned Agent must update the Referral Manager as requested by using the Automated Form sent via email. Offers and closing details must also be submitted.

Agents who receive Broker-to-Broker referrals directly must inform the Referral Manager and send the Agreement. Under no circumstances is the Agent to sign the Referral Agreement. Agent 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 an Agent 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.

Agents 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 an Agent, the new Agent is responsible for the referral fee. Generally, if DE signs a Referral Agreement, the Agent 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

1. DE to DE Referrals:

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

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

c. The referral payment made to the referring Agent will be subject to Company split.

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

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

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

3. Referral payments paid to DE Agent from an outside company:

a. Referral fee is subject to company split.

4. Referral fees greater than 30%

a. The Company will only participate in referrals up to 30%. For example: $100k commission, an Agent at a 70% split, takes a referral with a referral fee of 40%:

40% would come off the top leaving $60k. DE will calculate the Company dollar as if we only paid a 30% referral, or off of $70k.

5. Exceptions/Notes include

a. Any contractual agreements in place

b. Rollbacks as it relates to relocation or corporate business

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

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

Example of referral fee calculations

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 Agents 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 Agents that allow them to grow their corporate business. If an Agent 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 accompany the Agent to Corporate meetings to position the same.

PROGRAM BENEFITS TO THE AGENT

• Attend meetings with Agents to sell the program and the Agent

• Full support of their client

• No cost for this support

• Expertise/Support on relocation benefits and the DE Program

• Tracking, reporting and follow-up

• Agent gets first right of refusal on all leads

• Business Development Department supports the Agent 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

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

DOUGLAS ELLIMAN DEVELOPMENT MARKETING (“DEDM”) FOR NEW DEVELOPMENTS

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

DE encourages Agents 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 Agents to consult with DEDM prior to any Development Marketing assignments in order to ensure its proper handling.

Any Agent who becomes aware of any potential marketing assignments for a new construction development or conversion, must initially discuss such opportunity with the Agent’s Sales Manager. The Sales Manager will direct the Agent 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 the Agent’s Sales Manager: Agents must first complete the New Development Registration Form to be signed and delivered to their Manager. Each Manager at DE will be advised and trained as to what policies are in effect and what is acceptable or not.

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

REFERRALS

If an Agent should refer a “Managed” New Development to DEDM, such an Agent 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 Agent’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 Agent. If the project is a “Non-Managed Project”, then no referral fee will be paid to the on-site Agent.

Agents, 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. Agents must fill out an Initial Development Agreement Questionnaire Form with all pertinent terms and contact information. The Form is provided to the Agent by the Agent’s Sales 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 AGENT IS AUTHORIZED TO NEGOTIATE AND/OR EXECUTE AN EXCLUSIVE SALES 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 Agent 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 an Agent to participate and work on the project as an On-Site Agent.

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

Any income earned while an Agent is working on a Managed Project will not count towards their gross production levels. An Agent’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) an Agent 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.

An Agent’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, an Agent 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 Agent. The Company will not incur any expenses while participating on a non-managed project.

Any commission income earned while an Agent is working on a non-managed project will count towards their gross production levels.

ON-SITE AGENT SALES AGREEMENTS

DEDM separates all development projects in two categories: MANAGED PROJECTS and NON-MANAGED PROJECTS. An Agent’s commission split is based on which type of project they participate in.

In order for an Agent to be assigned as a listing agent on a Managed Project and entered into DE’s systems, the Agent agrees that their commissions will be paid at a split pursuant to an OnSite Sales Agreement whereby the Agent is appointed by DE to serve as the listing Agent for the New Development. Agents 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 Agent’s responsibilities and the split that the Agent 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 Agent’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 NON-MANAGED PROJECTS

Each State has its own rules and you must consult with your Sales 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 Agent for non-managed projects. All advertising invoices received by the Company on behalf of an Agent will be deducted against commissions as they are paid to the Agent.

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, Agents are not responsible for on-site office staffing expenses; however, DE Agents 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 Agent with a template of Registration Forms if requested (that must be filled out by the Buyer and or sales Agent 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 Agents on a regular basis. To assist in this effort, all Agents 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-theshelf” comp report will be provided.

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 Agent to another DE Agent, then the second Agent shall have the right without financial obligation to the first Agent to use said photographs and floor plans. However, if the photographs and floor plans were paid for without Company dollars then the new Agent shall have to financially reimburse the first Agent.

DE 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, the Department of Business and Industry Nevada Real Estate Division standards and regulations, and other statutory requirements.

MAILINGS

All DE Agents have the ability to mail to any neighborhood or property subject to Sales Manager approval.

• All mass mailings or canvassing letters must be approved by the Agent’s Sales Manager and by the Marketing Department in advance of mailing to the public.

• All mailings must be constructed on DE letterhead, to ensure that appropriate errors and omissions, disclosures and disclaimers are in place.

• Ensure that mailings conform to the DE Style Guide.

• The Agent cannot use Company logos or trademarks on any mailing materials without written approval by the Company. However, if the Agent 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.

• The Agent cannot use images of individuals on any mailing materials without written approval by the individual.

• The Agent cannot use images or references to property unless DE 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.

ADVERTISING

To ensure quality, brand and legal compliance, all advertising must be placed through the DE Marketing Department or through marketing platforms licensed by the Company.

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

Active exclusives and co-exclusives will go live to the DE website only after a fully executed Exclusive Agreement is on file with the Office Manager and a New Listing Form has been submitted.

Pursuant to the NAR’s MLS Clear Cooperation Policy, the listing Agent must 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

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

• Adherence to the DE Style Guide

• Adherence to state and local guidelines

• Submitted for legal and marketing review and sign off prior to distribution

• Paid for directly by Agents

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 the Agent’s Sales Manager and the assistance of the Marketing Department for creative development and placement. Only the DE Marketing Department may sign off on media contracts for advertisements. Neither Agents nor Managers are authorized to bind the Company by executing agreements with advertisers. The Company will not honor any agreements executed by Agents or 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 DE Style Guide 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.

CORRESPONDENCE

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

PERSONAL MARKETING

Sales Managers 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 the Company’s Style Guide standards. 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, but Agents are not permitted to change the color of the paint.

Changing the physical/structural aspects of the space itself is not permitted, 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.

Any staged images, which are manipulated from their original state, digitally or otherwise (i.e. Photoshop or airbrush), must clearly state: “DISCLAIMER: This image has been manipulated” immediately below the staged image.

Artist renderings of a property (interior or exterior) must be labeled as an artist rendering within the image itself.

Videos not ordered through DE’s approved vendor list are subject to review and may be rejected.

AGENT-OWNED WEBSITE GUIDELINES

DE requires all Agent-owned websites, and changes to those websites, which feature any affiliation to DE to be approved in advance by the Agent’s Sales Manager and the DE Marketing Department. The content of the website must comply with all local, state, and federal guidelines as well as MLS rules. Agents are responsible for staying up-to-date with such guidelines.

• DE logo and disclaimer, as seen on elliman.com, must appear on the site in a prominent location and are used in accordance with the DE Style Guide.

• The content of the site must comply with all Nevada Real Estate Division advertising guidelines as well as MLS and IDX rules and the Nevada Revised Statutes and Administrative Codes. Agents are responsible for staying up-to-date with such guidelines, rules, statutes and codes, and for any fines levied by the DRE for non-compliance.

• The DE name and logo must be larger than that of the Agent 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 DE Style Guide.

• Listings must link back to a property page on elliman.com, either as a new window or a pop-up within the Agent’s site.

• Agents 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.

• Agents are not allowed to use an Agent owned website URL or an email address that is not the approved Agent name@elliman.com email 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 its Agents as representatives of the Company. Unprofessional statements or the perception of an unprofessional demeanor could have a negative impact to the name and reputation of DE. Therefore, to protect the Company and its brand, no DE Agent may appear on a television or radio program (cable or broadcast), without the prior written consent of the Company’s President, Chief Marketing Officer or Chief Public Relations Officer. Agents 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.

WAIVER OF RIGHT OF PUBLICITY OR PRIVACY

All Agents, as part of their engagement as independent contractors with DE permit and authorize DE, its officers, and its affiliates to photograph, reproduce, exhibit, and otherwise use the Agent’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 Agent 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 TEAMS POLICIES AT DE

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

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 an Agent, broker, team, or employee at DE.

Brokers, Agents, teams and publicists must consult with the DE 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 Agents by a media spokesperson, and the submission of press releases. No broker, Agent, team, nor publicist shall release information regarding DE, listings, Agent rankings, sales volume, corporate initiatives, new hires, or any other information prior to the DE press release of such data and/or information.

No Agent, employee, broker, publicist, or other DE affiliate may release information about DE, its clients, brokers, or Agents 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 the Company

• Client information such as selling price, personal details, or address

• Comments about competitor’s real estate practices

Agents may not sign Non-Disclosure Agreements (NDAs) or Confidentiality Agreements on behalf of DE. If a client requires an NDA, bring the agreement to the Broker of Record for review and signature.

SOCIAL MEDIA POLICY AND GUIDELINES

“Social media” includes blogs, wikis, social networks, virtual worlds and/or other media yet to be identified or created that are used to connect Agents with the rest of the world.

Agents shall not commingle their personal and business/professional social media accounts.

All social media accounts that promote and/or solicit licensed real estate activity are governed by the Real Estate License Law. As a consequence, any mention of real estate on social media, beyond referencing engagement by Douglas Elliman Real Estate in the colloquial definitional use of the term “engagement”, shall only be within a professional/business social media account that is devoid of any and all personal politics, opinions, family photographs, and the like. All professional/business social media accounts shall adhere to the Policy Manual’s section concerning AGENT OWNED WEBSITE GUIDELINES.

All personal social media accounts shall abide by the following rules while the account owner is associated with DE:

• 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 DE”;

• No communications on social media sites are permitted to be made as though the communications are “official” statements of DE without the prior written authorization of DE’s Vice President of Marketing;

• Any mention of DE must adhere to the brand guidelines including usages of trademarks and logos;

• Incorporation of a DE trademark into a username with any social media site (including twitter handles, Facebook pages, etc.), must be approved by the Vice President of Marketing;

• All policies and procedures set forth in the DE’s IT Policy on Internet or Devices remain in effect;

• All policies and procedures set forth in this policy manual, and any applicable code of conduct remain in effect;

• Agents must submit a list of social media sites that Agents are currently using for professional purposes to the Agent’s Sales Manager;

• No messages should contain statements that are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, gambling-related, drug-related, alcoholrelated, profane, racist, sexually explicit, or indecent; or in any way violative of DE’s discrimination, retaliation, or harassment policies;

• Agents are required to follow certain ethical guidelines including the non-disclosure of confidential information of their clients and social media discussions should avoid such unauthorized disclosure (i.e., don’t communicate with clients on social media about their confidential business);

• Do not use any third-party trademarks or copyrighted materials;

• Do not repost, reproduce, and/or republish other’s articles, blogs, and websites, in-whole or in-part, without the copyright holder’s written permission. In no circumstance may an Agent 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 Agent; and

• 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).

• All first point of contact solicitation posts and content should adhere to Nevada Real Estate Division advertising guidelines.

DE shall not require, request or cause any current or prospective Agent to: (i) disclose a username or password in order to access personal social media; (ii) access personal social media in the presence of a Company representative; or (iii) divulge personal social media.

CLIENT DATABASE RELEASE

In connection with DE’s desire to assist an Agent in the Agent’s marketing and sales efforts, DE can compile and organize for Agents an electronic database of the Agent’s client contact information and sphere of influence that would be accessible by the Agent. DE asks that Agents provide DE with information for the database.

• The information collected will be used for the Agent’s marketing and sales efforts only.

• The information Agents provide will not be made available to other Agents affiliated with DE and will be kept confidential from such other Agents.

• DE may employ the services of outside vendors to prepare the database, and those vendors would be subject to this agreement.

At any point during the Agent’s association with DE, or if/when Agents are no longer associated with DE, upon the Agent’s request all of the information the Agent has provided to DE to be

included in the database as described will be returned to Agents in the original format in which an Agent delivered the information to DE.

Spam Waiver: To ensure compliance with federal legislation and DE’s terms of use, the Agent must make sure everyone in the mailing list provided to the Company is:

• A customer, member or subscriber of the Agent’s business or organization;

• Or, has signed up or otherwise asked to receive the Agent’s email.

Should an Agent violate these provisions, the Agent will be personally responsible for any fines or other economic harm suffered by DE.

Please Note: An Agent may NOT email any address that has been purchased, rented, appended, harvested or in any way obtained from a third party or without the email address owner’s awareness and permission. Violation of this spam policy may result in suspension or termination of the Agent’s account by DE’s email marketing providers.

UNITED STATES COPYRIGHT LAWS

DOUGLAS ELLIMAN POLICIES

Even though DE Agents 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 an Agent found to have used copyrighted materials without the copyright holder’s consent. These damages range from $750 to $150,000 per material or photo used.

THE RULES

Agents 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. Agents 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 an Agent 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 Agent did not create or pay for, the Agent MUST first obtain written permission from the creator or author of the work. Often times, that means paying a fee for the use. An Agent 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 an Agent 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 an Agent is accused of using copyrighted material without consent, such claims are not covered by DE’s insurance policies or the Agent’s Errors and Omissions policy and DE will not pay for the Agent’s legal representation or damages arising from such claims. Furthermore, the Agent 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 an Agent, any violation of this policy may result in disciplinary action up to and including immediate termination of the brokerage/agent relationship.

CONCLUSION

The Company will hold any Agent or employee responsible for failure to follow these procedures. The Agent 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 Agent using copyrighted material and/or failing to follow these procedures.

ARBITRATION PROCESS FOR INTERNAL DISPUTE RESOLUTION

For purposes of resolving any disputes between DE Agents 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 DE AGENTS 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 the 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, 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 a copy to the DE Legal Department and to Deva.Roberts@elliman.com.

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 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 arbitrator(s) selected to hear and determine the dispute.

d. Failure to answer in a timely fashion shall prevent the respondent 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 arbitrator(s) 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 10845 Griffith Peak Dr #2, Las Vegas, NV 89135, by videoconference, or at another location as designated by the arbitrators.

The hearing will be conducted in this order generally, although the arbitrators have authority to change the order:

• The Legal Department’s Statement;

• Opening statement from each party (optional);

• Presentation of facts of the case to arbitrators, including documents and live or written testimony - claimant(s);

• Presentation of facts of the case to arbitrators, including documents and live or written testimony - respondent(s);

• Presentation of any counter-claims, cross-claims or third-party claims;

• Rebuttal evidence;

• Closing statements (claimant can choose to go last);

• 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 will open 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 the 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 claimant(s) 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.

TEAMS

Recognizing that a great 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.

DEFINITION

A “Team” exists whenever more than one Agent’s GCI is combined into one “gross.” The lead broker(s) of the team must have an Broker Salesperson’s license. For award purposes only, at DE, a Team will be defined as one which includes any assistant whether they receive GCI or not.

TEAM NAME & ENTITY

The Team “name” can only be the lead brokers name or surname. E.g.: “The Joe Smith Team”, or “The Smith Team”, or “The Smith/Jones Team” not “The Paramount Team” etc.

In any Team advertising, marketing or publicity, the Team name must be followed by “at Douglas Elliman Real Estate” (i.e., “The Smith/Jones Team at Douglas Elliman Real Estate”).

The team name must include at least one Team Member’s name and may not use the term “broker,” “real estate broker,” “real estate brokerage,” etc.

The license number of the Team Member(s) whose name(s) is given to the team must appear in all marketing pieces, along with the license number of any Team Members specifically named.

TEAM MEMBERS & REQUIREMENTS

All Team Members must have their Broker salesperson’s license (even if they are only doing office work) and said license must be held by DE or one of its affiliates. Any costs associated with courses taken by Team Members which are necessary to keep their licenses in good standing or are otherwise required by DE are to be paid by the team’s lead broker(s) or the Team’s corporate entity.

All Team Leaders and Team Members must follow and abide by DE Policy, as well as the Nevada Revised Statutes and Administrative Code. All Team Members must have “Errors and Omissions” (E&O) through DE and it will be the responsibility of the lead Broker to pay DE the insurance premiums for each Team Member.

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 lead broker, 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 Member shall canvas or recruit directly from the pool of DE Agents or staff for additional Team Members. The Team’s lead broker must speak with their Manager about their plans to expand from within DE before

doing so. No existing DE Agent may join a team without first obtaining the written approval of their Sales Manager and the CEO of the Western Region.

All Team Members must be supervised by their Team Leader and all members must follow DE’s policies in effect. The Team Leader is personally responsible for their Team Members’ professional behavior, ethics, training, and compliance with Company policy and with DRE regulations.

Written documentation of all financial splits and “work agreements” between the Team and its members must be on file with the Sales Manager as well as with the office of the CFO of DE and must provide that Team Members will look solely to the Team Leader for compensation. In the event no written agreement exists, management will assume that the split between Team Leader and Members are 50/50.

All first point of contact solicitation materials must include:

1. Broker’s name;

2. Name and license number of the Agent (font size of the license number must not be less than the smallest font size used in the solicitation material);

3. Responsible Agent’s “identity,” meaning the name under which the Agent is currently licensed and under which s/he conducts business in general; and

4. Responsible Agents’ affiliation with a substantial division of the real estate firm, if applicable, and the name of such division.

5. License number of the Team Member(s) whose name(s) is given to the team, along with the license number of any Team Members specifically named.

All Team Members, must complete the DE Training Course and any continuing education courses as required by DE in its sole discretion.

The Administrative cost for taking the DE Training course is $500, to be paid by the lead Broker of the team, or the Team’s corporate entity.

Team Desks: Desk assignments are always the prerogative of DE Management.

TEAM COMMISSION & INDIVIDUAL FINANCIAL ARRANGEMENT(S)

Although each Team Member’s license will be held by the Company, DE’s financial relationship is with the Team Leader and all gross commission income will be credited to the Team Leader. A Team Leader may not distribute more than 60% of the gross commissions to Team Members in any single transaction.

The Team Leader must sign off on all commission slips submitted to the Company’s accounting department and the Company will pay the Team Members as set forth on such commission slip. The Team Members shall look solely to the Team Leader for payment of commission and agree

that the Company shall have no liability to the Team Member for payment of a commission, except as set forth on the commission slip.

All financial arrangements between Team Members must be specific, in writing and on file with a Sales Manager. Since the Team Leader, will be paid through their corporate identity all Team Leaders are required to sign an agreement with DE that they’re releasing DE from any financial responsibility to any Team Member and agreeing to pay Team Member(s) within five (5) business days. The Team Leader must indemnify the Company with respect to those payments, on a form approved by DE.

DE will not adjudicate any disagreements, conflicts, etc. between Team Members unless all members agree to be bound by DE’s decision, which will be final and binding, pursuant to DE’s arbitration policy outlined in this Policy Manual.

DE will not be responsible for payments awarded to Team Members. Team Members must look solely to their Team Leader for payment. ONLY Team Leaders direct the Commissions Department on the allocation of commissions paid out to Team Members.

TEAM ADVERTISING, MARKETING & PUBLICITY

All Team advertising and marketing must comply with current DE advertising and marketing policy and any DE Style Guide then in effect, as well as the Nevada Revised Statutes and Administrative Code. No advertisement can mislead the public or imply that an Agent or Team is part of the operation of the Company’s real estate brokerage business.

Any publicity person or firm that is hired by a Team must be interviewed and approved by DE’s Executive Vice President and Chief Communications Officer, before said publicist’s engagement by the Team.

Any Team logo must be approved by the Chief Marketing Officer and the Senior Vice President of Marketing, before said logo is used by a Team in any printed, electronic or other media.

TECHNOLOGY

Computers are the property of the Company as are all files contained within. When needed, Agents are required to share a computer with another Agent. Access to the DE Network via VPN from a home computer is available and encouraged. The computer systems Network and its electronic mail and other communications networks, have been established to help DE’s employees and Agents 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 DE Agents, employees and contractors in all regions are required to use ONLY their Elliman email for conducting all business. The DE email system supports attachments of files up to 35MB. For security purposes, all ZIP files are blocked both in and out of the DE email system.

• Agents and employees are strictly prohibited from sending Non-Personal Information (“NPI”). Agents should only use secure methods to transmit sensitive information or NPI, such as social security numbers, credit card or bank account info. Agents and employees 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 Agents to change it. Default passwords must also be changed immediately. If Agents become aware, or suspect, that the Agent’s password has become known to someone else, they must change it immediately and report the Agent’s concern to the IT Helpdesk.

• Access to the Network through the use of Company facilities is provided for bona fide business purposes. The Company provides no assurance of privacy with respect to use of the Network or any other facilities. The Company 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 an Agent 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

• In order 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 the Company considers inappropriate is expressly prohibited. Further, such uses of the Network may violate, among other things, the Company’s Sexual Harassment and Discrimination policies. Agents are obligated to report all violations of the Sexual Harassment and Discrimination policies in accordance with the procedures set forth in that policy.

EMAIL

Every Agent should be aware of and versed in using DE’s email program. Use email only for business: Email should not be used for chain letters, fundraisers, political or religious statements, etc.

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

Always be brief, clear, and professional. Email 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 email to a minimum.

Email cannot interpret body language, facial expression, and tone, so attempts at humor, irony, or sarcasm are easily misinterpreted.

Using all capital letters in an email message SOUNDS LIKE YELLING!

Email messages are permanent and public. A court can subpoena an email. When in doubt, leave it out.

All emails sent or received on the DE email Network are owned by DE and are subject to the Company’s review. A departing Agent is not entitled to any emails sent or received on the DE Network.

All email messages are Company records. The Company reserves the right to review, audit, access and disclose all email messages sent or received using the Company’s computers or the Company’s internet access without any prior notice to any sender or recipient of the message. The Company reserves the right to intercept and read all email, text messages, and instant messages to the fullest extent permitted by law. In line with this, authorized Company representatives may review the email, text messages, instant messages and telecommunication records of all Company personnel or independent contractors 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 independent contractor. Any violations of this policy should be reported immediately. Agents who violate this policy will be subject to displine, up to and including discharge.

NO PASSWORD SHARING

Under no circumstances may an Agent 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 Agents 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 an Agent’s “log-in” or “password” information, these obligations shall continue even after the end of the Agent’s engagement with the Company.

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

Violations of this policy may result in suspension or termination of the Agent’s email account and access to the Company’s email system and Network, as well as disciplinary action, up to and including, termination of an Agent’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 Agents acknowledge that access to the Company’s Network through the use of Company devices or systems are provided for bona fide business purposes. Agents 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.

Agents 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 employees, Agents, 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 absent the Company’s express written consent and that of any and all parties from whom consent may be required pursuant to applicable law. 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 the Company’s relationship as it relates to Agents, clients or other third-parties associated with the Company.

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.

BUSINESS FEE (“BF”)

DE prides itself on being on the cutting edge of technology to enable DE’s Agents to deliver the best service to DE’s customers and clients. As the world of the internet and technology expands exponentially over time, the cost of supporting the hardware and software involved also grows dramatically, as do the numerous advertising and marketing tools made available through DE.

The BF helps DE innovate in new directions to keep DE’s Agents ahead of the curve, keeping DE strong in all markets. Among the services supported by the business fee are:

• IT services

• Branding and marketing programs

o including search engine marketing and optimization

• Cutting edge marketing programs

• Advertising initiatives

o brand advertising

• Training and educational initiatives

The BF is a fee payable by each Agent with respect to each deal procured by the Agent, equal to five (5%) percent of the total commission received by DE, with an annual $10,000.00 cap if the Agent does not have a desk, or with an annual $15,000 cap if the Agent does have a desk.

OTHER FEES

MUNICIPAL TRANSACTION FEE

Certain municipalities in which DE conducts business cause DE to incur greater expenses on a transaction basis. Relating to this DE shall collect a 0.8% fee based upon the closed gross commission income for any deal conducted within such municipalities, or for any transactions of Agents based in such municipalities.

TRANSACTION COORDINATOR FEE

Nevada Agents, at their request, may utilize the services of a transaction coordinator provided by DE. In the event a DE-provided transaction coordinator is utilized for a transaction, a “TC Fee” of either $375 shall be charged when the Agent represents just one side of the deal, or $500 when the same Agent is on both sides.

LATE FEE

Within forty-eight (48) hours of an accepted offer, Agents must notify DE that they have a new transaction by filing a New Transaction Form, so that at least two compliance audits can be conducted on their transaction files. Agents whose notifications are filed only at or immediately before the close of escrow – thereby making two compliance audits impossible – shall have a $500 late fee levied on their sales transactions.

NON-COMPLIANCE FEE

From time to time, transactions are closed but cannot be paid because the transaction file does not contain documents required under Nevada law. Agents are granted one (1) month to cure the deficiency.

DE in its sole discretion may decide to pay commissions earned on incomplete files. When that happens, the Company may levy a fee on the Agent by withholding up to 5% of the gross commission earned as a Non-Compliance Fee.

WORKPLACE NON-DISCRIMINATION, ANTI-HARASSMENT, AND NONRETALIATION POLICY

WORKPLACE POLICIES

DE Agents are independent contractors and DE does not control Agents’ schedules or work environments, however, all Agents are expected to follow all DE workplace policies when at/or performing Company work and/or performing licensed real estate activities. As DE Agents identify themselves as affiliated with the Company, DE takes seriously any conduct or behavior by DE Agents 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.

EQUAL EMPLOYMENT OPPORTUNITY

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 Agents, employees, applicants or interns (whether paid or unpaid) on the basis of 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. 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 Agent 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 workrelated place.

The Company offers reasonable changes in the work environment (or in the way things are usually done) where applicable under state law. DE will take best efforts to identify its Agents’ need for a reasonable accommodation, but asks, without requiring, that Agents affirmatively notice DE of requests for such an accommodation when needed. Requests can be made to DE’s Human Resources department. No Agent will be subject to retaliation or reprisal in any form for any legitimate request for an accommodation.

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 Agent 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 engagement with the Company.

DE’s Anti-Harassment Policy applies whether Agents are on DE’s premises or at an off-site industry-related event, meeting, or conference. As independent contractors, Agents control their own schedules and may attend certain work-related events at their own discretion without DE’s knowledge. Agents 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 email 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 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 Agent who believes that they have been retaliated against, or who believes that they have 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.

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 . DE has a zero-tolerance policy for any form of sexual harassment, and all Agents 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, AntiHarassment 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. All Agents are urged to report sexual harassment by filing a complaint internally with the Company’s Human Resources department. Agents can also file a complaint when applicable with an appropriate authority.

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

2. Sexual harassment will not be tolerated. Any Agent 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 adverse action in their engagement with DE because an individual 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 DE Agent 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 Agents who believe they have been subject to such retaliation should inform Human Resources.

4. Sexual harassment is offensive, a violation of 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. Agents must report any harassment or behaviors that violate this policy. DE has provided all Agents with a complaint to report harassment and file complaints. The complaint form is attached to this Policy Manual as Exhibit A. Agents may also ask Human Resources for a copy of this form. The complaint form can be emailed directly to Douglas Elliman’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:

• 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;

• Such conduct is made either explicitly or implicitly a term or condition of the Agent’s contractual relationship with the Company; or

• 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 with the Company. This is also called “quid pro quo” harassment.

Any Agent 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 Agent or employee’s body or poking another Agent or employee’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. A perpetrator of sexual harassment can be a superior, a subordinate, a coworker or anyone in the workplace including an independent contractor, 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 Agents are traveling for business or at Company sponsored events or parties. Calls, texts, emails and social media usage by Agents 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, Agents control their own schedules and may attend certain industryrelated events at their own discretion without DE’s knowledge. Accordingly, Agents 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”?

Unlawful retaliation can be any action that could discourage a worker from coming forward to make or support a sexual harassment claim. 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).

Such retaliation is in violation of this policy against any individual who has:

• made a complaint of sexual harassment, either internally or with any anti-discrimination agency;

• testified or assisted in a proceeding involving sexual harassment under an antidiscrimination law;

• opposed sexual harassment by making a verbal or informal complaint to management, or by simply informing a supervisor or Manager of harassment;

• reported that a coworker has been sexually harassed; or

• encouraged a coworker to report harassment.

This 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. Agents who have been subjected to behavior that may constitute sexual harassment must report such behavior to Human Resources. Any Agent who witnesses or becomes aware of potential instances of sexual harassment must report such behavior by contacting Douglas Elliman’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 Agents are encouraged to use this complaint form. Agents 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.

Agents 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 Agent 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.

WORKPLACE VIOLENCE

DE is committed to providing a safe environment for employees, Agents and clients. DE will not tolerate any form of violence, threats of violence, intimidation of others or attempts to instill fear in co-workers. 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 at 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:

• Causing physical injury to another person;

• Making threatening remarks;

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

• Intentionally damaging any Company property or property of an employee, Agent, visitor or guest.

• Possession of any type of weapon or explosives while on Company property or while on Company business;

• 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. Agents or employees 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 separation from engagement and notice to appropriate law enforcement authorities.

All employees and Agents have the responsibility to report any situations that may have a risk of workplace violence to their 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 kept 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 Agent may be required to cooperate as needed in an investigation of suspected discrimination, harassment and/or retaliation. Agents who participate in any investigation will not be retaliated against.

Investigations will be done in accordance with the following steps:

• 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.

• If documents, emails or phone records are relevant to the allegations, DE will take steps to obtain and preserve them.

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

• DE will interview all parties involved, including any relevant witnesses;

• DE creates a written documentation of the investigation (such as a letter, memo or email), which contains the following:

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

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

o A timeline of events;

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

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

• DE keeps the written documentation and associated documents in its records.

• 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.

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 an Agent 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 prohibited by DE and unlawful. Aside from the DE’s internal process, Agents may also choose to pursue outside legal remedies where available.

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.

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 Fax Number: 215-689-3885

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 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.

1. POLICY

DE is committed to the highest standards of ethical, moral and legal business conduct. Consistent with this commitment and DE’s commitment to open communication, this policy (a) provides an avenue for Agents, employees, contractors and subcontractors, to report serious improper conduct and (b) provides that they will be protected from retaliation for reporting serious improper conduct in good faith.

2. PURPOSE

This policy is intended to address serious concerns that could have a material impact on DE and protect individuals who raise any such concern, such as actions that:

• Are unlawful;

• Are unethical;

• May lead to incorrect financial reporting;

• Are in violation of DE policies, including the Code of Business Conduct; or

• Otherwise amount to serious improper conduct.

Regular business matters that do not require anonymity or that do not rise to this level of seriousness should be directed to the DE’s Human Resources department.

3. SCOPE

This policy applies to all DE employees, including part time, temporary and contract employees, as well as DE contractors, subcontractors and Agents.

4. REPORTING SERIOUS IMPROPER CONDUCT

a. DE encourages prompt reporting of any serious improper conduct. Reports will be treated confidentially, to the extent reasonably possible, and investigated thoroughly. To the extent that improper conduct is found, DE will take appropriate remedial action. DE strictly prohibits any retaliation against an individual for making a good-faith report under this policy.

b. Although an individual is not expected to prove the truth of an allegation, the individual needs to be able to demonstrate that there are reasonable, good-faith grounds for concern.

c. Anyone who wishes to report serious improper conduct should report such conduct to the HR Department by contacting Douglas Elliman’s Senior Vice President, Human Resources, Lisa Seligman at (212) 891-7139 or Lisa.Seligman@elliman.com. If the individual is uncomfortable or feels it would be unreasonable to report the issue to the General Counsel, then the individual should report the matter to their supervisor, the local Human Resources representative or as set forth above.

d. If an individual does not feel comfortable reporting a concern in person, DE has arranged for anonymous and confidential reporting of any known or suspected serious improper conduct through Lighthouse.

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.

5. NO RETALIATION

a. Applicable law and this policy prohibit retaliation of any kind, including, but not limited to, threatening, harassing, or otherwise taking any adverse, harmful, or discriminating action against an individual for:

i. Providing information to, or otherwise assisting in an investigation conducted by a regulatory or law enforcement agency, a member or committee of Congress, a person with supervisory authority, or a person authorized by the Company to investigate, discover, or terminate misconduct when the information or investigation concerns conduct that the employee or Agent reasonably and in good faith believes constitutes a violation of (a) any rule or regulation of the Securities and Exchange Commission, including any questionable accounting practice or procedure, internal auditing controls, or auditing matters relating to the Company; (b)

any provision of law relating to fraud against shareholders; or (c) any criminal law provision prohibiting mail fraud, bank fraud, or fraud by wire, radio, or television;

ii. Filing, testifying, or participating in any legal proceeding relating to an alleged violation of the laws described above;

iii. Providing to a law enforcement officer any truthful information relating to the commission or possible commission of an offense;

iv. Reporting a violation of DE policy; or

v. Reporting any other serious improper conduct or unethical behavior.

6. COMPLAINTS OF RETALIATION

a. Any individual who, in good faith, believes that they, or someone else, has been subjected to retaliation for reporting serious improper conduct under this policy should immediately report such retaliatory conduct to the General Counsel. If an individual is uncomfortable or feels it would be unreasonable to make a complaint of retaliation to the General Counsel, then the individual should make the retaliation complaint to their supervisor or Human Resources representative.

b. An individual who does not feel comfortable making a retaliation complaint in person may make the complaint using the same alternatives set forth above for reporting serious improper conduct (e.g., through Lighthouse).

c. 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 the law, however, the individual’s identity may become known during the course of the investigation. Complaints made to Lighthouse will be submitted by Lighthouse to DE or its designee. Each reasonable complaint will be reported to the Audit Committee 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.

7. HOW REPORTS OF SERIOUS IMPROPER CONDUCT AND RETALIATION COMPLAINTS WILL BE HANDLED

a. The action taken will depend on the nature of the concern. The Audit Committee will receive a report on each report of serious improper conduct report and each complaint of retaliation, and a follow-up report on actions taken.

b. Initial inquiries will be made to determine whether an investigation is appropriate, and the form it should take. Some concerns may be resolved without the need for investigation.

c. To the extent reasonably possible, the individual making the report of serious improper conduct or retaliation complaint will receive follow-up on their concern:

i. Acknowledging that the concern was received;

ii. Indicating how the matter will be handled;

iii. Giving an estimate of the time for a final response;

iv. Indicating whether initial inquiries have been made;

v. Indicating whether further investigation will follow, and if not, why not; and

vi. Providing information about the outcome of any investigation.

d. The amount of contact between the individual reporting serious improper conduct or complainant and the body investigating the concern will depend on the nature of the issue, the clarity of information provided, and whether the individual reporting serious improper conduct or complainant remains accessible for followup. Further information may be sought from the individual reporting serious improper conduct or complainant.

8. CONSEQUENCES OF POLICY VIOLATION

Any person found to have violated this policy will be subject to disciplinary action, up to and including immediate separation of engagement. Persons who engage in conduct that violates this policy may also be subject to both civil liability and criminal penalties. Malicious or bad-faith allegations may result in disciplinary action.

OPEN DOOR POLICY

DE promotes an atmosphere in which Agents and employees can talk freely with members of management about any business-related matters or concerns. Agents are encouraged to discuss with their supervisors or Human Resources any problems so that appropriate action may be taken. The Company will not tolerate any form of retaliation against an individual for making a complaint in good faith regarding any business-related matters.

CODE OF CONDUCT AND DUTY TO THE COMPANY

All Agents are required to comply with the Douglas Elliman Code of Business Conduct and Ethics, which will be separately provided to each Agent. If an Agent has any questions about the Code of Conduct, please consult with Human Resources.

DO-NOT-CALL REGISTRY

BACKGROUND

The Federal Communications Commission (“FCC”), the Federal Trade Commission (“FTC”), and Nevada Attorney General’s Office have enacted rules restricting telemarketing and specifically have created and adopted a “National Do-Not-Call List” (the “Rules”); www.donotcall.gov, www.fcc.gov/encyclopedia/do-not-call-list, and https://ag.nv.gov/Hot_Topics/Nevada_Do_Not_Call_Registry/.

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

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 $46,517 per call, and can be imposed against individual Agents as well as the Company.

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 DE Do-Not-Call List. DE has established the Procedures set forth below in order to comply with the Rules. This policy is for both employees and Agents and the Procedures must be complied with 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-NotCall List to check one number at a time.

I. 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:

In addition, the FTC web site is available to access the National Do-Not-Call List to check one number at a time.

II. 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 mustbe checkedonDOUGLAS. Thesimpleprocedureforchecking both listsin onestepisposted 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 twentyfour (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:

1. The telemarketer’s name (i.e., the Agent’s name) and the person on whose behalf the solicitation is being made (i.e., DE Real Estate), if other than the telemarketer;

2. The purpose of the telephone call;

3. The identity of the goods or services for which a fee will be charged; and

4. Your telephone number or address.

5. 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 Agents must notice the Agent’s Manager to add such name and number to DE’s Do Not Call List.

Any consumer’s contact information, including name, telephone number, or email address, provided to an Agent may 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

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

1. 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. A Closed Transaction: If an Agent has “closed” a transaction with a person within the last eighteen (18) months.

b. 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, emails, 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 an Agent 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.

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

3. 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.

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 Agents should keep a record of checking the Do-Not-Call Lists and if a number is being called that is on one of the Lists, the reason the Agent believed such a call was permissible.

CONCLUSION

The Company will hold any Agent or employee 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.

NEVADA PRIVACY OF INFORMATION COLLECTED ON THE INTERNET FROM CONSUMERS ACT

The Nevada Privacy of Information Collected on the Internet from Consumers Act (“NPICICA”) grants Nevada consumers new privacy rights over their private, personal information. Under NPICICA, a consumer has a right to:

i. Access covered information that an operator has collected about them; ii. Correction of covered information that the operator has collected about them; and iii. Opt-out of the sale of covered information. Nonetheless, it is DE policy that consumers’ information may not be sold without the consumers’ express written consent.

Handling requests by consumers:

1. Agents are required to notify their Sales Manager within twenty-four (24) hours of receipt of a request from a consumer that concerns a consumer’s rights under the NPICICA.

2. Agents are also required to verify the identity of the consumer making the request and must notify their Sales Manager of whether the consumer’s identity is verifiable.

3. Any request must be responded to and addressed promptly.

4. Information in response to a verifiable consumer request must be provided free of charge and within sixty (60) days of receipt of the request, unless it is reasonably necessary that the period be extended. The sixty (60) day period may only be extended by an additional thirty (30) days once, after providing written notice of the extension to the consumer within the first sixty (60) day period and providing a reason for the extension.

5. Agents are required to maintain all their records concerning a request for a minimum period of twenty-four (24) months.

DE will designate at least two (2) methods for submission of consumer requests which can be provided while handling such requests.

ERRORS AND OMISSIONS INSURANCE

This policy sets forth DE’s and its Agents’ respective obligations concerning professional liability/errors & omissions insurance (“E&O”) coverage, payment of deductible under 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 an Agent’s affiliation with DE, the Agent must be covered by E&O insurance.

ERRORS AND OMISSIONS BENEFITS PROCURED BY DE

DE will employ its best efforts through licensed insurance Agents or brokers to procure and maintain during an Agent’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 Agent as a “named insured”, an “additional named insured”, an “additional insured”, or shall include the Agent 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 Agent, 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 the Agent under E&O is expressly conditioned upon all of the following: (a) the Agent has paid or is current on all fees, charges or amounts due under the Agent’s Engagement Letter with DE; (b) the Agent has signed and is in compliance with all of the terms and provisions of their Independent Contractor’s Agreement with DE; (c) the Agent has complied with the rules, policies and procedures of DE; (d) the Agent has not separated from DE as an Independent Contractor at the time the alleged claim, error or omission occurred; (e) the Agent has paid their deductible as specified herein in a timely manner; and (f) the existence of coverage for any particular claim as determined by the insurer(s) providing the E&O coverage. In all instances, the failure or refusal of any insurer providing E&O coverage to defend, indemnify, reimburse or otherwise extend coverage to an Agent for any or no reason shall not in and of itself subject DE to any liability to the Agent.

ANNUAL E&O FEE SCHEDULE AND PAYMENT ELECTION

Agents are expected to pay their Annual E&O Fee in full within three (3) months of the annual policy rollover. Agents must either authorize payment of their E&O Fee by credit card, or via the first two (2) commission checks they receive, or provide DE with a certified check for the entirety of the E&O Fee. DE reserves the right to recoup unpaid E&O Fees from Agent commissions. In the event that an Agent is terminated from their engagement with DE, Agent 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 this Agreement, and in return for other valuable consideration provided by DE to its Agents, upon affiliation with DE, Agent shall pay to DE a prorated sum of the Annual E&O Fee appropriate for the time remaining until the next policy rollover and thereafter the policy amount announced annually.

LIMITATION OF ACTIVITIES

The potential for conflicts of interest and breach of fiduciary duty and other associated risks escalate when Agents represent themselves in the purchase, sale or lease of their own real estate.

Accordingly, the Agent is prohibited from representing themselves as either a Buyer or Seller in any of the following situations (“Prohibited Self-Representation”):

a) The purchase of a property on which Agent has an exclusive listing and/or represents the Seller.

b) The sale of Agent’s own property to a Buyer that is represented by Agent.

c) The rental of a property on which Agent has an exclusive listing and/or represents the Landlord.

d) The rental of Agent’s own property to a tenant that Agent represents.

*For the avoidance of doubt, the above shall also apply should Agent have any direct or indirect financial interest in the property or purchasing/renting party.

The Agent agrees to forfeit to DE any compensation received as a direct or indirect result of any Prohibited Self-Representation. DE shall keep such forfeited compensation or refund it if the Agent agrees to indemnify and hold DE free and harmless from any liability and cost incurred, sustained or suffered by DE (including attorney’s fees) as a result of any Prohibited Self Representation. The Agent agrees that DE may deduct money owed by the Agent under the terms of this paragraph from any pending or future transactions. Further, there is no E&O coverage for any demand, claim, lawsuit or other similar proceeding arising out of participation in a Prohibited Self-Representation.

Nothing contained in this paragraph shall relieve the Agent of any duty or obligation required by law or contract, including but not limited to, those requiring disclosure of various information, matters and relationships or by the Agent’s IndependentContractorAgreementwith DE.

AGENT 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 an Agent, or an Agent is otherwise accused of any wrongdoing (together, the “Dispute”), the Agent 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 Agent; malfeasance; nonfeasance; fair housing claims; copyright claims; claims by family members; or acts of Agent which are outside of Agent’s authority or responsibilities as a real estate agent associated with DE (together, the “Excluded Disputes”), Agent 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 Agent’s alleged conduct (the “Included Disputes”), Agent’s share of the Costs shall be in the same proportion as the division of the commission between Agent and DE pursuant to Agent’s Split in effect at the time such Dispute is initiated.

For all Disputes (both Excluded Disputes and Included Disputes), Agent shall pay to DE the lesser of 10% of the applicable E&O retention or $25,000 (the “Deposit”), regardless of whether or not the Dispute is covered by the DE E&O Policy, within ten (10) days of receipt of demand for payment by DE. Thereafter, to the extent the Deposit is depleted, Agent 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, or if the Dispute is not covered by the DE E&O Policy, for any and all associated Costs. DE shall be entitled to, and Agent irrevocably authorizes DE to, offset any amounts due hereunder against any commissions due to Agent, 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 Agent. Any right available to Agent 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 Agent. If, after there is a joint defense of DE and Agent, 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 Agent, and Agent will be advised to seek separate counsel, the cost of which will be borne by Agent unless covered by the E&O coverage. In the event that a conflict is declared, Agent agrees that counsel for DE may continue to represent DE. Agent always has the right to select and be represented by independent legal counsel at Agent’s sole expense. The obligation of Agent 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 Agent under this paragraph that are not used by DE as provided herein shall be returned to Agent. At all times, Agent 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 AGENTS

In the event that more than one Agent is named or identified as a defendant and or respondent in any demand, claim, action, lawsuit or other similar proceeding, then each Agent 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.

AGENT’S ACCEPTANCE OF DE’S PROCEDURES

In the event of any disagreement or dispute between two or more Agents, provided that the Agents in dispute are unable to satisfactorily resolve the matter between themselves, such disagreement or dispute shall be submitted by each Agent in writing to DE. Such writing may include the Agent’s description of events and exhibits. All Agents 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 Agents 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.

MISCELLANEOUS

ACCESS

Access to units which are the subject of an exclusive listing agreement with the Company is to be used only for purposes related to the listing, such as open houses or showing of the unit to a prospective Buyer or tenant. No Agent shall access a Company-listed property for any personal reason.

AGENT TITLES

Agents are not allowed to use any titles besides basic titles describing their license status unless pre-approved by management.

AGENTS MOVING OFFICES

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

AUTOMOBILE INSURANCE

Agents 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 an Agent, in an 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 an Agent’s respective insurance carrier, or (3) the respective minimum coverage requirements set by the Agent’s respective state for individual liability and property damage. Said insurance shall protect the Agent against any liability that may arise in connection with the operation of their business as an Agent.

All policies of insurance to be maintained by the Agent 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 Agent 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 Agent and place the Agent on inactive status.

DE strongly encourages all Agents, 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 an Agent’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. Agents are responsible for all costs associated with the Agent’s use of their personal motor vehicle for work and for insurance, licensing, maintenance and repair.

All Agents 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 an Agent 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

BROKER/MANAGER REVIEW

An Agent must submit all signed transactional documents in accordance with the terms of their Independent Contractor Agreement with DE. DE will review the document for completeness and accuracy. Any incomplete or incorrect items or documents must be corrected and returned to DE within forty-eight (48) hours after the Agent received the document. An Agent is required to turn in all of their files for review by DE. Not less than seven (7) days prior to the close of escrow, an Agent will submit all paperwork to DE for a pre-closing review. Any incomplete or missing items will be noted, and an Agent will be given time to comply.

DISCLOSURE REQUIREMENTS

Pursuant to Regulation 645.637 of the Nevada Administrative Code, in each real estate transaction involving an Agent, as agent or principal, the Agent shall clearly disclose, in writing, to his or her client and to any party not represented by an Agent, the relationship of the Agent as the agent of his or her client or the status of the Agent as a principal. The disclosure must be made as soon as practicable, but not later than the date and time on which any written document is signed by the client or any party not represented by an Agent, or both. The prior disclosure must then be confirmed in a separate provision incorporated in or attached to that document and must be maintained by the real estate broker in his or her files relating to that transaction. If DE represents the Seller, the Agent must provide the disclosure form to the Seller BEFORE entering into the listing agreement and inform the Seller of DE’s policy regarding agency as set forth above. If DE represents the Buyer, an Agent must provide the Buyer with the disclosure as soon as practical BEFORE executing an offer to purchase.

DRESS CODE

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

DUAL AGENCY

For the protection of all parties, Agents presented with the opportunity to represent both sides of

the same transaction must inform their Manager in writing and bring in another DE Agent to represent one of the two sides. The cooperating Agent cannot work on the same Team as the Agent with the dual agency opportunity. The negotiated compensation for the cooperating Agent must be fair and equitable.

FIDUCIARY DUTIES

When an Agent represents a principal in a transaction they have a fiduciary duty to that person. If the Agent is acting as a “dual Agent”, they owe a fiduciary duty to both a Buyer and Seller This means they have a duty of utmost care, integrity, honesty and loyalty in dealings with that principal. An Agent has duties to a person involved in a transaction even if they do not have a fiduciary relationship with that person. These duties include, without limitation:

• Honesty.

• Good faith and fair dealing.

• Exercise reasonable skill and care with respect to all parties to the real estate transaction.

• Not deal with any party to a real estate transaction in a manner which is deceitful, fraudulent or dishonest.

• Exercise reasonable skill and care to carry out the terms of the brokerage agreement and to carry out his or her duties pursuant to the terms of the brokerage agreement.

• Disclose to the client material facts of which the Agent has knowledge concerning the transaction.

Agents are expected and required to comply with all laws and regulations regarding real estate agency relationships.

INDEPENDENT CONTRACTOR AGREEMENT

Agents are required to sign an Independent Contractor Agreement annually. This Policy Manual is incorporated by reference and is an indispensable part of each Agent’s Independent Contractor Agreement.

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 the Company to decide whether or not to commence legal actions relating to the commercial transactions and activities of its Agents. All Agents must immediately consult with their Sales Manager about any legal issues arising from any commercial disputes which may give rise to legal action prior to taking any action.

MANAGING INDIVIDUAL UNITS

Agents may not manage units for an owner. Agents may only perform traditional brokerage services, such as brokering a sale, purchase, or lease of a property. An Agent shall not collect rent, pay maintenance or common charges, pay real estate taxes, or arrange for utilities, etc. for an owner of a property, with or without remuneration.

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, Agents shall request such reasonable accommodation in writing to their Office Manager. Approved service animals (including guide dogs, hearing dogs, or service dogs) must be harnessed, leashed, or tethered unless such devices interfere with the service animal’s work. Agents are responsible for and must be in control of their service animal.

OFFICE ACCESS

All Agents 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 your 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 Manager when necessary. Agents are prohibited from conducting any personal business at a DE office. Agents are prohibited from using a DE office address for any business other than real estate brokerage activities that require a real estate license.

OPEN HOUSE POLICY

Open houses at properties listed with DE may be hosted only by Agents licensed with DE. Similarly, DE Agents may not host open houses at any property for which DE does not have a signed listing agreement. All Agents have an affirmative responsibility to manage open houses so that they actively may monitor the property and visitors during a showing.

PERSONAL RESIDENCE/INVESTMENT PROPERTY - SALE OR PURCHASE BY DE AGENT

An Agent selling their personal residence (owned by an Agent alone or with a spouse, partner or immediate family member) or investment property (where the Agent controls the investment property) must list that property as an exclusive through DE.

An Agent may list their property themselves but must have a Manager’s supervision or else hire another agent to do so. They must pay that agent a minimum of $1,000.00 for their services.

If an Agent has been affiliated with DE for a minimum of six (6) months and has earned gross sales commissions of at least $150,000 for the current year, or if the Agent is projected, in the opinion of their Sales Manager, to meet the $150,000 level, then on the sale of a personal residence, DE will not charge a commission, and will collect only a mandatory minimum processing fee, together with taxes, fees and garnishments required, if any. The listing agreement shall provide:

1. A commission to a co-operating agent equal to 2.5% of the purchase price in the event of a sale by another real estate brokerage company; or

2. A commission equal to the selling DE Agent’s split calculated on a commission equal to 2.5% of the purchase price in the event of a sale by another DE Agent.

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

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/Agents Agents are not permitted to transport or store weapons in DE owned or leased vehicles. Any Agent 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 Agents who violate this policy, up to and including, termination.

PROPERTY MANAGEMENT

It is currently the policy of the office not to authorize property management under DE’s Nevada license.

TRANSACTION COORDINATORS

Agents 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.

TRUST FUNDS HANDLING

Trust funds are monies received by a brokerage on behalf of a principal or any other person, and which are held for the benefit of others in the performance of any acts for which a real estate license is required. Trust funds may be cash or non-cash items. Nevada law requires brokerages in receipt of trust funds to record possession of such funds in a trust log. If you come into possession of trust funds, you must advise your Manager immediately so that the trust funds can be recorded in our log.

DE

of Nevada DOES NOT

ACCEPT TRUST FUNDS.

Any and all contracts are to be written or “countered” so to ensure no amounts of money, besides commissions, are ever required to be in an Agent’s possession as part of a real estate transaction. If an Agent is ever asked to handle any funds on behalf of a client or other party (besides commission), they must refuse.

VACATION COVERAGE

Every Agent should arrange for another Agent to cover while they are away. This applies even if an Agent does not have any current deals. Voice mail should be changed to direct a caller accordingly and a vacation form should be filled out and submitted to their Sales Manager,

Office Manager and telephone staff. If an Agent fails to comply, the Sales Manager may designate another Agent.

VENDOR RECOMMENDATIONS

Agents frequently are asked to recommend attorneys, contractors, and other third-party service providers. Agents must not suggest only one (1) vendor when making such recommendations; clients should be presented with at least three (3) options per vendor, encouraged to interview them all and to select the one that best suits their requirements.

VOICE MAIL

Each office is equipped with a voice mail system. Every Agent should use voice mail effectively; in fact, Agents should update their greeting twice daily 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 an Agent and the Company. Voice mail should be checked every two (2) hours, if possible. Instructions for voice mail set up are available from the Office Manager.

WORKPLACE POLICIES

Even though Agents are independent contractors, they are expected to follow all DE workplace policies.

EXHIBIT A

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 email 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

Work Phone:

Email:

1. Your complaint of Sexual Harassment is made about:

Name: Title:

Work Address: 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 POLICY MANUAL

Within seven (7) days of receipt of this Policy Manual (the “Manual”), I agree to either (i) 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 or (ii) provide my manager with a signed original copy of this acknowledgment.

I acknowledge that I have received the Douglas Elliman Agent Manual and attached supplements. I further acknowledge that the Manual supersedes all prior oral or written statements by the Company concerning its policies, guidelines, and benefits. I understand that:

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

2. Nothing in this Manual is intended or shall be deemed to create any employment relationship between myself and the Company. 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 the Company’s Arbitration Policy as a condition of my engagement with DE 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 relationship with the Company or termination thereof;

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

6. Following the termination of my engagement with the Company, I have continuing obligations to abide by the terms and conditions of certain policies and procedures set forth herein, including, but not limited to, any confidentiality obligations.

7. This acknowledgement must be signed and returned to Human Resources within seven (7) days of the commencement of my engagement with DE or receipt of the Manual, whichever is later.

Agent’s Printed Name: ___________________________ Position: __________________

Agent’s Signature: _____________________________ Date: _____________________