Empire State Realty Trust, Inc. Sample Contracts

FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EMPIRE STATE REALTY OP, L.P. a Delaware limited partnership CERTAIN OF THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...
Empire State Realty Trust, Inc. • November 2nd, 2012 • Real estate investment trusts • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EMPIRE STATE REALTY OP, L.P., dated as of , 2012 is entered into by and among Empire State Realty Trust, Inc., a Maryland corporation (the “General Partner”), and the Limited Partners (defined below).

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EMPIRE STATE REALTY TRUST, INC. (a Maryland corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 27th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 28th, 2024 • Empire State Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into as of the 2nd day of December, 2020, by and among EMPIRE STATE REALTY TRUST, INC., a Maryland corporation (the "Company"), EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership (the "Partnership" and together with the Company, the "Indemnitors"), and Steve Horn (the "Indemnitee").

AMENDED AND RESTATED OPTION AGREEMENT
Option Agreement • September 27th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED OPTION AGREEMENT (this “Agreement”) is made as of September 16, 2013, to amend and restate the Option Agreement dated November 28, 2011 (the “Original Agreement”) between 112 West 34th Street Associates L.L.C., a New York limited liability company (“Owner”), having an office c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165; Empire State Realty OP, L.P., a Delaware limited partnership (the “Operating Partnership”); Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), which is the general partner of the Operating Partnership, having an office c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165, the Estate of Leona M. Helmsley (including, where the context so requires, any affiliated entities, “Helmsley”), and, solely with respect to Section 27(b), Peter L. Malkin and Anthony E. Malkin.

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control • May 6th, 2020 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of this thirteenth day of April, 2020, by and between Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and Christina Chiu (the “Executive”).

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 28th, 2024 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of this 20th day of February 2024, by and between Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and Stephen V. Horn (the “Executive”).

LOAN AGREEMENT Dated as of July 26, 2011 Between EMPIRE STATE LAND ASSOCIATES L.L.C. and EMPIRE STATE BUILDING ASSOCIATES L.L.C., collectively, as Borrower and HSBC BANK USA, NATIONAL ASSOCIATION, as Agent, and THE LENDERS NAMED HEREIN, as Lenders and...
Loan Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • New York

THIS Loan Agreement, dated as of July 26, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between EMPIRE STATE LAND ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (“ESLA”), EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (“ESBA” and together with ESLA, collectively, “Borrower”), and HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States of America (“HSBC”), having an address at 452 Fifth Avenue, New York, New York 10018, as administrative agent (including any of its successors and assigns, “Agent”) for itself and the other Lenders signatory hereto (collectively, together with such oth

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2016 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of October 7, 2013 (as amended hereby, this “Agreement”) is effective April 5, 2016, by and between Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and Anthony E. Malkin (the “Executive”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2014 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of July 15, 2014, is made and entered into by and between Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and the Holders (as defined herein).

TAX PROTECTION AGREEMENT
Tax Protection Agreement • November 2nd, 2012 • Empire State Realty Trust, Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of , 2012 by and among Empire State Realty Trust, Inc., a Maryland corporation (the “REIT”), Empire State Realty OP, L.P., a Delaware limited partnership (the “Partnership”), Anthony E. Malkin and Peter L. Malkin, on behalf of themselves and the other persons set forth on Schedule 2.1(i) hereof (each a “Protected Partner,” and collectively the “Protected Partners”).

AGREEMENT AND PLAN OF MERGER by and among [MANAGEMENT COMPANY], Empire Realty Trust, L.P. and Empire Realty Trust, Inc. Dated as of November 28, 2011
Agreement and Plan of Merger • February 13th, 2012 • Empire State Realty Trust, Inc. • New York

THIS AGREEMENT AND PLAN OF MERGER (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of November 28, 2011 by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), Empire Realty Trust, L.P., a Delaware limited partnership (the “Operating Partnership”), and [MANAGEMENT COMPANY], a [ ] limited liability company (the “Management Company”). Terms used but not defined shall have the meanings ascribed to them in Article 6.

THIRD AMENDMENT TO LOAN AGREEMENT, RATIFICATION OF LOAN DOCUMENTS AND OMNIBUS AMENDMENT Dated as of October 11, 2012 Between EMPIRE STATE LAND ASSOCIATES L.L.C. and EMPIRE STATE BUILDING ASSOCIATES L.L.C., collectively, as Borrower, and HSBC BANK USA,...
Loan Agreement • November 2nd, 2012 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

THIS THIRD AMENDMENT TO LOAN AGREEMENT, RATIFICATION OF LOAN DOCUMENTS AND OMNIBUS AMENDMENT, dated as of October 11, 2012 (this “Third Amendment”), between EMPIRE STATE LAND ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (“ESLA”), EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (“ESBA” and together with ESLA, collectively, “Borrower”), and HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States of America (“HSBC”), having an address at 452 Fifth Avenue, New York, New York 10018, as administrative agent (including any of its successors and assigns, “Agent”) for itself and the other Lenders signatory hereto (collectively, together with such other c

TIME-BASED VESTING RESTRICTED STOCK AGREEMENT UNDER THE EMPIRE STATE REALTY TRUST, INC. EMPIRE STATE REALTY OP, L.P.
Restricted Stock Agreement • May 16th, 2019 • Empire State Realty Trust, Inc. • Real estate investment trusts • Maryland

This RESTRICTED STOCK AGREEMENT (this “Agreement”), is entered into on (the “Grant Date”), by and between, Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and (“Grantee”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2019 Equity Incentive Plan (the “Plan”).

TIME-BASED VESTING LTIP UNIT VESTING AGREEMENT UNDER THE EMPIRE STATE REALTY TRUST, INC. EMPIRE STATE REALTY OP, L.P.
Vesting Agreement • May 16th, 2019 • Empire State Realty Trust, Inc. • Real estate investment trusts • Maryland

Pursuant to the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2019 Equity Incentive Plan (the “Plan”) and the Amended and Restated Agreement of Limited Partnership, dated as of October 1, 2013, as amended (the “Partnership Agreement”), of Empire State Realty OP, L.P., a Delaware limited partnership (the “Partnership”), Empire State Realty Trust, Inc., a Maryland corporation and the general partner of the Partnership (the “Company”), hereby grants to Grantee named above an other equity-based award (pursuant to Section 11 of the Plan, and referred to herein as an “Award”) in the form of, and by causing the Partnership to issue to Grantee named above, LTIP Units (as defined in the Partnership Agreement) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the Partnership Agreement. If this LTIP Unit Vesting Agreement (this “Agreement”) is accepted prior t

CONTRIBUTION AGREEMENT by and among [Private Entity], Empire Realty Trust, L.P. and Empire Realty Trust, Inc. Dated as of [ ], 2011
Contribution Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • New York

THIS CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of [ ], 2011 (the “Effective Date”) by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), Empire Realty Trust, L.P., a Delaware limited partnership (the “Operating Partnership”) and [Private Entity], a [ ] (the “Contributor”). Terms used but not defined shall have the meanings ascribed to them in Section 7.1.

FIRST AMENDMENT TO LOAN AGREEMENT, RATIFICATION OF LOAN DOCUMENTS AND OMNIBUS AMENDMENT Dated as of November 2, 2011 Between EMPIRE STATE LAND ASSOCIATES L.L.C. and EMPIRE STATE BUILDING ASSOCIATES L.L.C., collectively, as Borrower, and HSBC BANK USA,...
Loan Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • New York

THIS FIRST AMENDMENT TO LOAN AGREEMENT, RATIFICATION OF LOAN DOCUMENTS AND OMNIBUS AMENDMENT, dated as of November 2, 2011 (this “First Amendment”), between EMPIRE STATE LAND ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (“ESLA”), EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (“ESBA” and together with ESLA, collectively, “Borrower”), and HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States of America (“HSBC”), having an address at 452 Fifth Avenue, New York, New York 10018, as administrative agent (including any of its successors and assigns, “Agent”) for itself and the other Lenders signatory hereto (collectively, together with such other c

CREDIT AGREEMENT
Credit Agreement • November 12th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and among Empire State Realty OP, L.P., Empire State Realty Trust, Inc. and the entities affiliated with the Helmsley Estate listed on the signature pages hereto Dated and effective as of November 28,...
Contribution Agreement • September 19th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of November 28, 2011 (the “Effective Date”) and amended and restated as of July 2, 2012 by and among Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), Empire State Realty OP, L.P., a Delaware limited partnership (the “Operating Partnership”), the entities affiliated with the Helmsley Estate (defined below) set forth on Exhibit A (individually, a “Helmsley Entity” and collectively, the “Helmsley Entities”), The Leona M. and Harry B. Helmsley Charitable Trust (the “Contributing Trust”), and the Estate of Leona M. Helmsley (the “Helmsley Estate”). Terms used but not defined shall have the meanings ascribed to them in Section 5.1.

CONTRIBUTION AGREEMENT by and among Empire Realty Trust, L.P., Empire Realty Trust, Inc. and the entities affiliated with the Helmsley Estate listed on the signature pages hereto Dated as of November 28, 2011
Contribution Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • New York

THIS CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of November 28, 2011 (the “Effective Date”) by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), Empire Realty Trust, L.P., a Delaware limited partnership (the “Operating Partnership”), the entities affiliated with the Helmsley Estate (defined below) set forth on Exhibit A (individually, a “Helmsley Entity” and collectively, the “Helmsley Entities”), The Leona M. and Harry B. Helmsley Charitable Trust (the “Contributing Trust”), and the Estate of Leona M. Helmsley (the “Helmsley Estate”). Terms used but not defined shall have the meanings ascribed to them in Section 5.1.

FORM OF ASSET AND PROPERTY MANAGEMENT AGREEMENT
Management Agreement • July 10th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

ASSET MANAGEMENT AGREEMENT (the “Agreement”) dated , 201 (the “Effective Date”) by and between [—]., a New York limited liability company (“Owner”), and EMPIRE STATE REALTY HOLDINGS TRS, LLC1, a Delaware limited liability company (“Asset Manager”).

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT by and among Empire Realty Trust, Inc., Empire Realty Trust, L.P. and the Principals named herein Dated as of November 28, 2011
Warranty and Indemnity Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • New York

THIS REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT is made and entered into as of November 28, 2011 (this “Agreement”) and is effective as of the Closing Date, by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), and Empire Realty Trust, L.P., a Delaware limited partnership and subsidiary of the Company (the “Operating Partnership,” and collectively with the Company, the “Consolidated Entities”) on the one hand, and Anthony E. Malkin, Scott D. Malkin and Cynthia M. Blumenthal on the other hand (such individuals collectively, the “Principals”). Capitalized terms used and not otherwise defined have the meanings set forth in Section 5.1.

TAX PROTECTION AGREEMENT
Tax Protection Agreement • November 12th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2013 by and among Empire State Realty Trust, Inc., a Maryland corporation (the “REIT”), Empire State Realty OP, L.P., a Delaware limited partnership (the “Partnership”), Anthony E. Malkin and Peter L. Malkin, on behalf of themselves and the other persons set forth on Schedule 2.1(i) hereof (each a “Protected Partner,” and collectively the “Protected Partners”).

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CONTRIBUTION AGREEMENT by and among Empire Realty Trust, L.P., Empire Realty Trust, Inc. and the persons and entities included in the Malkin Family Group listed on the signature pages hereto Dated as of November 28, 2011
Contribution Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • New York

THIS CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of November 28, 2011 (the “Effective Date”) by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), Empire Realty Trust, L.P., a Delaware limited partnership (the “Operating Partnership”), Malkin Holdings LLC (the “Supervisor”) and the other Persons affiliated with the Malkin Family Group (defined below) set forth on the signature pages hereto (individually, a “Malkin Family Contributor” and collectively, the “Malkin Family Contributors”). Terms used but not defined shall have the meanings ascribed to them in Section 5.1.

FORM OF SERVICES AGREEMENT
Services Agreement • July 10th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

SERVICES AGREEMENT (the “Agreement”) dated , 201 (the “Effective Date”) by and between EMPIRE STATE REALTY HOLDINGS TRS, LLC1, a Delaware limited liability company (“Service Provider”) and , a (“Manager”).

EMPIRE STATE LAND ASSOCIATES L.L.C., and EMPIRE STATE BUILDING ASSOCIATES L.L.C., collectively, as mortgagor (Mortgagor) to HSBC BANK USA, NATIONAL ASSOCIATION, as Agent, as mortgagee (Mortgagee) CONSOLIDATED, AMENDED AND RESTATED FEE AND LEASEHOLD...
And Rents and Security Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • New York

THIS CONSOLIDATED, AMENDED AND RESTATED FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this “Security Instrument”) is made as of this 26th day of July, 2011, by EMPIRE STATE LAND ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business at c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165, Attention: Legal (“ESLA”) and EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business at c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165, Attention: Legal (“ESBA” and together with ESLA, collectively, as mortgagor (“Mortgagor”), for the benefit of HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”), a New York banking corporation having an address at 452 Fifth Avenue, New York, New York 10018, as agent (“Agent”) for itself and the other co-lenders that may be a party to the Loan Ag

SECOND AMENDMENT TO LOAN AGREEMENT, RATIFICATION OF LOAN DOCUMENTS AND OMNIBUS AMENDMENT Dated as of November , 2011 Between EMPIRE STATE LAND ASSOCIATES L.L.C. and EMPIRE STATE BUILDING ASSOCIATES L.L.C., collectively, as Borrower, and HSBC BANK USA,...
Loan Agreement • February 13th, 2012 • Empire State Realty Trust, Inc. • New York

THIS SECOND AMENDMENT TO LOAN AGREEMENT, RATIFICATION OF LOAN DOCUMENTS AND OMNIBUS AMENDMENT, dated as of November , 2011 (this “Second Amendment”), between EMPIRE STATE LAND ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (“ESLA”), EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business c/o Malkin Holdings LLC, One Grand Central Place, 60 East 42nd Street, New York, New York 10165 (“ESBA” and together with ESLA, collectively, “Borrower”), and HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States of America (“HSBC”), having an address at 452 Fifth Avenue, New York, New York 10018, as administrative agent (including any of its successors and assigns, “Agent”) for itself and the other Lenders signatory hereto (collectively, together with such other

AGREEMENT TO AMEND COMMITMENT LETTER
Empire State Realty Trust, Inc. • September 6th, 2013 • Real estate investment trusts • New York

This agreement shall be limited precisely as written, and except as expressly set forth in the preceding paragraph shall not be deemed to be a consent granted pursuant to, or a waiver, modification or forbearance of, any term or condition of the Commitment Letter.

FORM OF PERFORMANCE-BASED VESTING RESTRICTED STOCK AGREEMENT UNDER THE EMPIRE STATE REALTY TRUST, INC. EMPIRE STATE REALTY OP, L.P. 2013 EQUITY INCENTIVE PLAN
Restricted Stock Agreement • March 24th, 2014 • Empire State Realty Trust, Inc. • Real estate investment trusts • Maryland

This RESTRICTED STOCK AGREEMENT (this “Agreement”), is entered into on _______________ (the “Grant Date”), by and between, Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and _______________ (“Grantee”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2013 Equity Incentive Plan (the “Plan”).

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 2018 • Empire State Realty Trust, Inc. • Real estate investment trusts

This FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) dated as of October 5, 2018, is entered into by and between Empire State Realty Trust, Inc., a Maryland corporation (the “Company”) and Anthony E. Malkin (the “Executive”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 10th, 2014 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

THIRD AMENDMENT, dated as of October 31, 2014 (this “Agreement”), to the Credit Agreement, dated as of October 7, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among (i) Empire State Realty Trust, Inc., a Maryland corporation (the “Parent”), (ii) ESRT Empire State Building, L.L.C., Empire State Realty OP, L.P. (“ESR OP”) and the other Subsidiaries of the Parent from time to time party thereto as co-borrowers (the “Borrowers”), (iii) the Lenders from time to time party thereto, and (iv) Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

REGISTRATION RIGHTS AGREEMENT BETWEEN EMPIRE STATE REALTY TRUST, INC. AND Q REIT HOLDING LLC Dated as of August 23, 2016
Registration Rights Agreement • August 23rd, 2016 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of August 23, 2016, is made and entered into by and between Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and Q REIT Holding LLC, a Qatar Financial Centre limited liability company (the “Holder”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 5th, 2014 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

FIRST AMENDMENT, dated as of May 7, 2014 (this “Agreement”), to the Credit Agreement, dated as of October 7, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Empire State Realty Trust, Inc., a Maryland corporation (the “Parent”), ESRT Empire State Building, L.L.C. and Empire State Realty OP, L.P. (“ESR OP”) as borrowers, the other Subsidiaries of the Parent from time to time party thereto as co-borrowers, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

FORM OF PERFORMANCE-BASED VESTING RESTRICTED STOCK AGREEMENT UNDER THE EMPIRE STATE REALTY TRUST, INC. EMPIRE STATE REALTY OP, L.P.
Restricted Stock Agreement • September 27th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • Maryland

This RESTRICTED STOCK AGREEMENT (this “Agreement”), is entered into on (the “Grant Date”), by and between, Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and (“Grantee”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2013 Equity Incentive Plan (the “Plan”).

STOCKHOLDERS AGREEMENT BETWEEN EMPIRE STATE REALTY TRUST, INC. AND Q REIT HOLDING LLC Dated as of August 23, 2016
Stockholders Agreement • August 23rd, 2016 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

This STOCKHOLDERS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of August 23, 2016, is made and entered into by and among Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), Q REIT Holding LLC, a Qatar Financial Centre limited liability company (the “Stockholder”), and Qatar Holding LLC, a Qatar Financial Centre limited liability company (“QH”) (solely for the purpose of Section 3.4 hereof).

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