0001193125-13-382592 Sample Contracts

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
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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.

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FORM OF TIME-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”).

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FORM OF TIME-BASED VESTING LTIP UNIT VESTING AGREEMENT UNDER THE EMPIRE STATE REALTY TRUST, INC. EMPIRE STATE REALTY OP, L.P.
Vesting Agreement • September 27th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • Maryland

Pursuant to the Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2013 Equity Incentive Plan (the “Plan”) and the Amended and Restated Agreement of Limited Partnership of Empire State Realty OP, L.P., dated as of , 2013 (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 (as defined in 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

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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”).

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

Pursuant to the Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2013 Equity Incentive Plan (the “Plan”) and the Amended and Restated Agreement of Limited Partnership of Empire State Realty OP, L.P., dated as of , 2013 (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 (as defined in 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. Fifty percent (50%) of the LTIP Units (rounded down to the nearest whole

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