Exhibit
10(ee)


REIMBURSEMENT
AND CONTRIBUTION AGREEMENT


THIS
REIMBURSEMENT AND CONTRIBUTION AGREEMENT (hereinafter the “Agreement”) is made and entered into as of April ___, 2015,
by and among JY-TV ASSOCIATES, LLC., a Florida limited liability company (hereinafter “Borrower”), J. I. KISLAK, INC.,
a New Jersey corporation (hereinafter “Kislak”), HMG/COURTLAND PROPERTIES, INC., a Delaware corporation (hereinafter
“HMG”), and W. DOUGLAS PITTS, individually (“Doug”), and Kiki L. Courtelis as Trustee of Investment
Trust created under the Alec P. Courtelis Declaration of Trust dated April 8, 1994 (the “Courtelis Trust”; the Courtelis
Trust together, and jointly and severally, with Doug, collectively “Pitts”).


 


W
I T N E S S E T H:


WHEREAS,
HMG is the parent of HMG Orlando, LLC, a Delaware limited liability company and a member in the Borrower; and


 


WHEREAS,
Kislak is the parent of JIK Taft Vineland LLC, a Delaware limited liability company and a member in the Borrower; and


 


WHEREAS,
Pitts, directly or indirectly, is a principal in Courtelis Promenade Associates, LLC, a Florida limited liability company and
a member in the Borrower; and


 


WHEREAS,
the Borrower has obtained the Loan (as hereinafter defined) to construct its rental project on the Property (as hereinafter defined),
which Loan requires HMG, Kislak and Doug to jointly and severally guarantee: (i) the repayment of $27,000,000.00 of the principal
balance of the Loan and other sums; (ii) completion of the improvements comprising such rental project; and (iii) repayment and
performance of other obligations of the Borrower, and losses incurred due to “bad acts” and other acts of Borrower
and related parties; and


 


WHEREAS,
HMG, Kislak and Doug (hereinafter individually or collectively the “Guarantor(s)”; it is the intention of the parties
hereto that any indemnification, contribution or other obligation of Doug under this Agreement will be satisfied by Pitts and,
therefore, as the context may require with respect to the parties’ respective obligations under this Agreement, in the case
of Doug, the terms “Guarantor” and “Guarantors” as used in this Agreement shall include Pitts), have each
executed and delivered a Repayment Guaranty Agreement (the “Repayment Guaranty”) and a Completion Guaranty Agreement
(the “Completion Guaranty”; the Repayment Guaranty and the Completion Guaranty, each a “Guaranty” and,
collectively, the “Guaranties”) in favor of Wells Fargo Bank, National Association (hereinafter “Lender”),
such Guaranties guaranteeing to Lender, among other things, repayment of a construction loan made by Lender in the amount of Twenty-Seven
Million and no/100 Dollars ($27,000,000.00) to Borrower evidenced by a Promissory Note dated _____________ (the “Loan”),
as well as completion of the improvements comprising the rental project to be constructed on the real property described on Exhibit
“A” attached hereto (hereinafter the “Property”), which Loan is secured by, among other things, a mortgage
from Borrower in favor Lender encumbering Borrower’s fee simple interest in the Property; and


 






WHEREAS,
Borrower and the Guarantors wish to enter into certain agreements with respect to their obligations to each other with respect
to any payments and/or performance that might be made by one or more of the Guarantors to Lender or on behalf of the Borrower
related to the Loan;


 


NOW,
THEREFORE, for and in consideration of the sum of Ten and 00/100 Dollars ($10.00) in hand paid and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:


 


1.          Guaranty
of Payment and Performance: Borrower (as to 100% of all sums and all performance due hereunder) hereby guarantees to each
of the Guarantors the full and unconditional payment when due and performance of each and every of Borrower’s obligations
under the “Loan Documents” described in the Guaranties.


2.           Indemnification
of Each Guarantor by Borrower and Pro Rata by Other Guarantors: Should Borrower, for any reason whatsoever, fail to pay and
perform its obligations under the Loan Documents as and when due, then: (i) Borrower (as to 100% of all sums and all performance
due hereunder) and (ii) each of the Guarantors, but, as to each Guarantor, only to the extent of its “Pro Rata Share”
(as defined below) of payments and/or performance due hereunder, shall defend, indemnify and hold each of the other Guarantors
harmless from and against any and all claims, demands, actions, causes of action, damages, costs, expenses, liabilities and judgments
whatsoever arising out of or as a result of such failure of Borrower (including, without limitation, reasonable attorneys’
and paralegals’ fees and costs incurred related thereto at trial and appellate levels and in any bankruptcy proceedings).


 


3.           Reimbursement
Obligations.


 


(a)         If
any Guarantor is required to pay or perform, and actually does pay any amount to Lender and/or for the benefit of Borrower, or
perform any act required by Lender and/or for the benefit of Borrower, in connection with the Loan and/or in completion of the
improvements comprising the rental project to be constructed on the Property (each such payment or performance is hereinafter
referred to as a “Payment and Performance”), such paying or performing Guarantor shall have the right to be reimbursed
by Borrower for any and all such amounts paid and/or sums incurred in the Payment and Performance (any such obligation is referred
to as the “Reimbursement Obligation”).


 


(b)         Any
amount due with respect to a Reimbursement Obligation shall be due and payable within ten (10) business days of the date of a
written notice from the paying party, which notice shall describe the amount of the Payment and Performance made and shall state
the amount then due together with simple interest thereon from the date that the Payment and Performance is paid at the annual
rate of four (4) percentage points over the Wall Street Journal Prime Rate in effect and published, and as same may change, from
time to time.


 


(c)         Any
right to reimbursement hereunder shall be subject to such limitations on the assertion and enforcement of rights and claims by
the Guarantors against Borrower as are contained in the Guaranties.


 


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4.          Contribution
Obligations.


 


(a)         If
a Guarantor is required to make any Payment and Performance, and should such Guarantor not be reimbursed by Borrower after notice
as provided for in Section 3(b) above (or should it be prohibited from giving such notice or securing, receiving or retaining
such reimbursement by the terms of a Guaranty, by any stay or injunction or by any other means), then the Guarantor making the
Payment and Performance shall be entitled to contribution from the other Guarantors in an amount equal to the Payment and Performance;
provided however that the liability of any Guarantor for any Payment and Performance shall not exceed such Guarantor’s pro-rata
share of such liability (such obligation, a “Pro-Rata Share”). For purposes hereof, the Pro Rata Shares of the Guarantors
shall be as follows:


 


		 	HMG	1/3



		 	Kislak	1/3



		 	Pitts	1/3



 


By
way of example only and not limitation, assuming that the principal amount of the unpaid loan were $10,000,000 and only that amount
was claimed by the Lender under a Guaranty, the respective maximum liability of each of the Guarantors (which, in the case of
Doug, shall mean and include Pitts) would be as follows: (a) HMG - $3,333,333.33; (b) Kislak - $3,333,333.33 and (c) Pitts - $3,333,333.33.
If HMG were compelled to pay a Payment and Performance in the amount of $9,000,000, Kislak and Pitts would be each liable to reimburse
HMG for $3,000.000.00 pursuant to the terms hereof.


 


(b)         Each
contribution payment due hereunder shall be due and payable to the Guarantor having made the Payment and Performance within ten
(10) business days of the date of a written notice from such paying Guarantor, which notice shall describe the amount of the Payment
and Performance by such Guarantor and the dollar amount of the Pro-Rata Share then due from each of the other Guarantors.


 


5.          Reimbursement
Obligations Limited as to Payment and Performance Caused by Act or Omission of the Paying Guarantor.


 


(a)        Sections
2 and 3 of the Repayment Guaranty impose on each Guarantor liability for matters arising out of, among other things, fraud or
intentional or willful misrepresentation; gross negligence or willful misconduct; waste; failure to pay taxes; failure to maintain
insurance; failure to deliver insurance or condemnation proceeds; failure to apply rents and income to certain debt or expense
obligations; hazardous waste; misappropriation or misapplication of funds; and matters involving bankruptcy, creditors’
rights, appointment of receiver, assignment for the benefit of creditors, substantive consolidation and actions involving a bankruptcy
stay (all of the foregoing events, together with the other events described in Section 2 and 3 of the Repayment Guaranty, are,
collectively, the “Bad Boy Events”). In the case of any Bad Boy Events, the Repayment Guaranty imposes on each of
the Guarantors liability to Lender in excess of, and unrelated to, a limited percentage of the outstanding Loan principal, due
to such Bay Boy Events, whether or not the Bad Boy Event was caused by the Guarantor, its affiliates or others for whom the Guarantor
is responsible.


 


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(b)       Where
Payment and Performance is made by a Guarantor due to (i) an alleged act or omission of another Guarantor comprising a Bad Boy
Event, or (ii) the breach of the provisions of one of the Guaranties by the alleged act or omission of another Guarantor comprising
a Bad Boy Event, or (iii) the alleged act, omission or breach by another Guarantor’s “Affiliate, officer, director
or representative” as described in Section 2 or 3 of the Repayment Guaranty comprising a Bad Boy Event, and the Guarantor
who has made such Payment and Performance is not responsible for, and did not cause, such act, omission or breach (and such act,
omission or breach was not caused by such Guarantor’s “Affiliate, officer, director or representative”), then
and in that event, the Guarantor who has made Payment and Performance for such a Bad Boy Event (and in addition to any other Reimbursement
Obligation due from Borrower or contribution or indemnification obligation due from each Guarantor hereunder) shall be entitled
to receive 100% (and not limited to a Pro-Rata Share) of the Payment and Performance for such Bad Boy Event from the Guarantor
whose alleged act, omission or breach (including, without limitation, acts, omissions and breaches caused by such other Guarantor’s
“Affiliate, officer, director or representative” as described in Section 2 or 3 of the Repayment Guaranty) resulted
in the paying Guarantor’s make Payment and Performance for such Bad Boy Event. As used in this Section 5, an Affiliate of
a Guarantor shall not include the Borrower.


 


 6.          Demand Rights.




 


(a)        Any
Guarantor upon whom demand has been made to make any Payment and Performance, other than the Guarantor described in subsections
(i), (ii) or (iii) of Section 5(b) above who caused, or is responsible for those who caused, the Bad Boy Event giving rise to
the Payment and Performance, shall have the right to require Borrower to make the requested payment.


 


(b)       Any
Guarantor that has been called upon to make any Payment and Performance shall have the right to require that the other Guarantors
pay their Pro-Rata Share of such Payment and Performance to the Guarantor called upon to make such Payment and Performance together
with simple interest thereon from the date that the Payment and Performance is paid by the Guarantor called upon to make such
Payment and Performance at the annual rate of four (4) percentage points over the Wall Street Journal Prime Rate in effect and
published, and as same may change, from time to time.


 


7.          Continuing
Obligation. The obligations of Borrower and the Guarantors hereunder shall remain outstanding and in force until one (1) year
after all of the obligations of Borrower to Lender, and all obligations of any of the Guarantors to Lender, under the Loan have
been satisfied and extinguished.


 


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8.          Rules
of Construction. This Agreement shall be construed and interpreted under the laws of the State of Florida. The titles of paragraphs
herein have been inserted as a matter of convenience of reference only and shall not control or affect the meaning or construction
of any of the terms or provisions herein. All references herein to the singular shall include the plural, and vice versa. This
Agreement shall not be construed more strictly against one party than another because the Agreement was drafted or prepared by
one party or its counsel, all parties having had the opportunity to participate in the drafting and negotiation of this Agreement.


 


9.          Entire
Agreement. This Agreement contains the entire agreement of the parties hereto, and no representations, inducements, promises,
or agreements, oral or otherwise, between the parties not embodied herein shall be of any force or effect.


 


10.         Binding
Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective personal
representatives, successors and assigns. No assignment of any rights or obligations hereunder shall relieve the assignor of its
obligations and liabilities.


 


11.         Amendments.
No amendment to this Agreement shall be binding on any of the parties hereto unless such amendment is in writing and is executed
by the party against whom enforcement of such amendment is sought.


 


12.         No
Discharge of Liability: No Effect on Obligations Under Guaranties. The liability of the Guarantors under this Agreement shall
not be limited in any way to, or impaired by, the consent of any of the Guarantors to any amendment to or modification, or termination
or release, of the Guaranties or any document evidencing or securing the Loan.


 


13.         No
Waiver; Remedies Cumulative. No failure on the part of any Guarantor to exercise, and no delay in exercising, any right, power
or remedy under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right under
such documents preclude any other or further exercise thereof or the exercise of any other right. The remedies provided herein
are cumulative and not exclusive of any remedies provided by law or equity including, without limitation, any common law or statutory
right to reimbursement, contribution or exoneration.


 


14.        Notices.
Every notice required or permitted to be served upon or given to any party hereto shall be in writing and shall be delivered
in person or sent by nationally recognized overnight courier service, or in registered or certified form, postage prepaid, return
receipt requested, and addressed to the addresses set forth below each party’s execution on the following pages (or such
other address as a party may give notice of to the other parties to this Agreement). Each Guarantor who receives a notice or demand
from Lender, or from another Guarantor hereunder, shall use commercially reasonable efforts to provide a copy of same to the other
Guarantors.


 


15.        Time
of Essence. Time is of the essence of this Agreement.


 


16.        Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts
together shall constitute one and the same instrument.


 


17.        No
Third Party Beneficiaries. No parties other than the Guarantors shall be entitled to rely on or to enforce the terms and provisions
hereof.


 


18.        Attorneys’
Fees. In the event of a dispute or collection action related to this Agreement the prevailing party shall recover from the
non-prevailing party(s) all reasonable attorneys’ and paralegals’ fees and costs incurred related thereto at trial
and appellate levels and in any bankruptcy proceedings.


 


[Signature
page follows.]



 


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IN
WITNESS WHEREOF, each of the parties hereto have duly signed and sealed this Agreement, effective as of the day and year first
above written.


 


	 	JY-TV
    ASSOCIATES, LLC
	 	a
    Florida limited liability company
	 	 	 
	 	By:	Courtelis
    Promenade Associates, LLC,
	 	 	a
    Florida limited liability company, its manager


 


	 	By:	Newcaster
    Devcorp, Inc., 
	 	 	a
    Florida corporation
	 	 	its
    manager


 


	 	By:	/s/
    Elias Vassilaros
	 	 	Elias
    Vassilaros
	 	 	Executive
    Vice President


 


	 	Contact
    for Notices:
	 	703
    Waterford Way, Suite 800
	 	Miami,
    Florida  33126-4677
	 	Attn:
    Elias Vassilaros
	 	Fax:
    (305) 261-4338
	 	E-mail:
    evassilaros@courtelis.com
	 	 
	 	J.
    I. KISLAK, INC., a New Jersey corporation


 


	 	By:	 /s/ Stephen Braun
	 	Name:
    Stephen Braun
	 	Title:
    Senior Vice President
	 	 
	 	Contact
    for Notices:
	 	 
	 	7900
    Miami Lakes Drive West
	 	Miami
    Lakes, Florida  33016
	 	Attn:
    Thomas Bartelmo, President
	 	Fax:
    (305) 824-0455
	 	E-mail:
    tbartelmo@kislak.com


 


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	 	HMG
    COURTLAND PROPERTIES, INC., a Delaware corporation



 


	 	By:	 



 


	 	Name:
	 	Title:
	 	 
	 	Contact for Notices:
	 	 
	 	1870 South Bayshore
    Drive
	 	Miami, FL  33133
	 	Fax: (305) 856-7342
	 	E-mail: lrothstein@hmgcourtland.com
	 	AND whemingway@hmgcourtland.com
	 	AND camarotti@hmgcourtland.com
	 	 
	 	/s/ W. Douglas
    Pitts
	 	W. DOUGLAS PITTS,
    Individually
	 	 
	 	/s/ Kiki L. Courtelis
	 	Kiki L. Courtelis
    as Trustee of Investment Trust created under the

    Alec P. Courtelis Declaration of Trust dated April 8, 1994
	 	 
	 	Contact for Notices
    (for Doug and the Courtelis Trust):
	 	 
	 	703 Waterford
    Way, Suite 800
	 	Miami, FL  33126
	 	Fax: (305) 261-4338
	 	E-mail: dpitts@courtelis.com
	 	 




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EXHIBIT
“A”

PROPERTY


 


8