0001445305-13-002979 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 12th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into as of the 7th day of October 2013, 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 Thomas P. Durels (the "Indemnitee").

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CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • November 12th, 2013 • 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 7th day of October, 2013, by and between Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and Thomas N. Keltner, Jr. (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of October 2013, 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 • November 12th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of October 7, 2013, is made and entered into by and between Empire State Realty Trust, Inc., a Maryland corporation (the "Company"), and the Holders (as defined herein).

CREDIT AGREEMENT
Credit Agreement • November 12th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York
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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