Empire State Realty Trust, Inc. (Form: 8-K, Received: 08/23/2016 16:47:49)

EMPIRE STATE REALTY TRUST, INC.

(Registrant)

Date: August 23, 2016

/s/ David A. Karp

David A. Karp

Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 23, 2016

EMPIRE STATE REALTY TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-36105

37-1645259

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

111 West 33 ^rd Street

New York, New York

10120

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 687-8700

n/a

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On August 23, 2016, Empire State Realty Trust, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with Q REIT Holding LLC (together with its permitted successors and assigns, the “ Purchaser ”), a Qatar Financial Centre limited liability company and a wholly owned subsidiary of the governmental authority of the State of Qatar, pursuant to which the Purchaser purchased from the Company 29,610,854 shares (the “ Shares ”) of the Company’s Class A common stock, par value $0.01 per share at a purchase price of $21.00 per share. The Shares represent a 9.9% fully diluted economic interest in the Company (inclusive of all outstanding common operating partnership units and long term incentive plan units of Empire State Realty OP, L.P., the Company’s operating partnership).

The Company received approximately $621.8 million in gross proceeds at the closing for the purchase and sale of the Shares the (“ Closing ”). The Company intends to use the net proceeds from the sale of the Shares to repay amounts outstanding from time to time under its revolving credit facility and other indebtedness, to fund future acquisitions and capital improvements, and for general corporate purposes.

The Securities Purchase Agreement contains representations, warranties, and covenants of the Company and the Purchaser that are customary in private placement transactions. The Shares were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”).

The preceding description is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Stockholders Agreement

In connection with the sale of the Shares to the Purchaser, the Company and the Purchase entered into a stockholders agreement, dated as of August 23, 2016 (the “ Stockholders Agreement ”), which sets forth certain rights and obligations of the Company and the Purchaser, respectively, relating to the Purchaser’s ownership of the Company’s Class A common stock.

The Stockholders Agreement provides that the Purchaser may not transfer any Shares during the six-month period following the Closing, and may not transfer more than 50% of the Shares during the period beginning on the six-month anniversary of the Closing and ending on the one-year anniversary of the Closing.

In addition, pursuant to the Stockholders Agreement, the Purchaser has agreed to limit its voting power on all matters coming before the Company’s stockholders at any meeting or by written consent to no more than 9.9% of the total number of votes entitled to be cast on such matter. Any shares of Class A common stock held by the Purchaser in excess of such 9.9% threshold will be voted in the same manner and proportion as the votes cast by all other stockholders on such matters. The Purchaser granted the Company’s Board of Directors an irrevocable proxy to vote any shares of Class A common stock it holds in excess of 9.9% of total number of votes entitled to be cast in the manner described above. The voting provisions of the Stockholders Agreement further provide that the Purchaser will vote in favor of the election of each member of any slate of director nominees recommended by the Company’s Board of Directors.

For so long as the Purchaser maintains at least a 5.0% fully diluted economic interest in the Company and remains in material compliance with the terms of the Stockholders Agreement, the Stockholders Agreement provides that the Purchaser will have the right (but not the obligation) to maintain its fully diluted economic interest in the Company by purchasing additional shares of Class A common stock from the Company when the Company or the operating partnership issues additional common equity securities from time to time. These “top up” rights are generally exercisable on a quarterly basis, or sooner if the Company or operating partnership issues new equity securities in an issuance in excess of $1.0 million.

In addition, the Stockholders Agreement provides that for an initial period of five years from the date of the Closing, to the extent the Purchaser remains in material compliance with the terms of the Stockholders Agreement, the Purchaser will have the right of first offer to co-invest with the Company as a joint venture partner in real estate investment opportunities initiated by the Company where the Company has elected, at its discretion, to seek out a joint venture partner. The right of first offer period will be extended for 30-months so long as at least one joint venture transaction is consummated by the Company and Purchaser during the initial term, and will be extended for a further 30-month term if at least one more joint venture transaction is consummated during such initial extension period.

The Stockholders Agreement further provides that, subject to certain minimum thresholds and conditions, the Company will indemnify the Purchaser for certain applicable U.S. federal and state taxes payable by the Purchaser in connection with dividends paid by the Company on the Shares (and any “top up” shares) that are attributable to capital gains from the sale or exchange of any U.S. real property interests. The Company’s obligation to indemnify the Purchaser will terminate one year following the date on which the sum of the Shares and any “top up” shares then owned by the Purchaser falls below 10% of the outstanding common shares of the Company.

The preceding description is qualified in its entirety by reference to the full text of the Stockholders Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Registration Rights Agreement

In connection with the sale of the Shares to the Purchaser, the Company and the Purchaser entered into a registration rights agreement, dated as of August 23, 2016 (the “ Registration Rights Agreement ”), which requires the Company to, among other things, use commercially reasonable efforts to file with the Securities and Exchange Commission within 180 days following the Closing, a resale shelf registration statement providing for the resale of the Shares. In addition, the Purchaser will be entitled to cause the Company subsequently to include in the registration statement such additional shares of Class A common stock as the Purchaser may acquire from time to time in the future, up to a 9.9% fully diluted economic interest in the Company.

The registration rights are subject to certain conditions and limitations, including restrictions on sales of shares by the holder in connection with certain public offerings, and the Company’s right to delay or withdraw a registration statement under certain circumstances. The Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement.

The preceding description is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02.

Unregistered Sales of Equity Securities.

The information provided in response to Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Shares have not been registered under the Securities Act or the securities laws of any state and were offered and sold to the Purchaser in reliance upon the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act. The Purchaser has represented to the Company that it is an “accredited investor” as defined in Regulation D promulgated under the Securities Act and that the Shares were being acquired for its own account for investment and not with a view toward, or for resale in connection with, any public sale or distribution.

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 7.01.

Regulation FD Disclosure.

On August 23, 2016, the Company issued a press release announcing the sale of the Shares to the Purchaser and related transactions and agreements. A copy of the press release is furnished herewith as Exhibit 99.1.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits.


Exhibit No.		Description

1.1		Securities Purchase Agreement dated as of August 23, 2016 by and between Empire State Realty Trust, Inc. and Q REIT Holding LLC.

10.1		Stockholders Agreement dated as of August 23, 2016 by and between Empire State Realty Trust, Inc. and Q REIT Holding LLC.

10.2		Registration Rights Agreement dated as of August 23, 2016 by and between Empire State Realty Trust, Inc. and Q REIT Holding LLC.

99.1		Press Release issued on August 23, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

[Signature Page to 8-K]

EXHIBIT INDEX


Exhibit No.		Description

1.1		Securities Purchase Agreement dated as of August 23, 2016 by and between Empire State Realty Trust, Inc. and Q REIT Holding LLC.

10.1		Stockholders Agreement dated as of August 23, 2016 by and between Empire State Realty Trust, Inc. and Q REIT Holding LLC.

10.2		Registration Rights Agreement dated as of August 23, 2016 by and between Empire State Realty Trust, Inc. and Q REIT Holding LLC.

99.1		Press Release issued on August 23, 2016.

Exhibit 1.1

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

BETWEEN

EMPIRE STATE REALTY TRUST, INC.

AND

Q REIT HOLDING LLC

Dated as of August 23, 2016

TABLE OF CONTENTS


		Page
ARTICLE 1 PURCHASE AND SALE OF PURCHASED SHARES			1

Section 1.1	Purchase and Sale of Purchased Shares		1
ARTICLE 2 REPRESENTATIONS AND WARRANTIES			2

Section 2.1	Representations and Warranties of the Company		2
Section 2.2	Purchaser’s Representations and Warranties		12
ARTICLE 3 CONDITIONS PRECEDENT TO CLOSING			18

Section 3.1	Conditions Precedent to the Obligations of both Parties		18
Section 3.2	Additional Conditions Precedent to the Obligations of Purchaser		19
Section 3.3	Additional Conditions Precedent to Obligations of the Company		19
ARTICLE 4 PUBLIC ANNOUNCEMENTS; COMMISSION FILINGS			20

Section 4.1	Public Announcements		20
Section 4.2	Commission Filings		21
ARTICLE 5 SURVIVAL; INDEMNIFICATION			21

Section 5.1	Survival; Indemnification		21
ARTICLE 6 MISCELLANEOUS			23

Section 6.1	Governing Law; Arbitration		23
Section 6.2	Counterparts		23
Section 6.3	Headings		23
Section 6.4	Severability		23
Section 6.5	Entire Agreement; Amendments; Waiver		23
Section 6.6	Notices		24
Section 6.7	Successors and Assigns		24
Section 6.8	No Third Party Beneficiaries		25
Section 6.9	Further Assurances		25
Section 6.10	Specific Performance		25
Section 6.11	Costs and Expenses		25

SCHEDULES

Schedule 1.1(a)	Purchaser and Purchased Shares
Schedule 2.1(o)	Tax
Schedule 2.2(s)	Ownership Activity

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE 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 (“ Purchaser ”).

WHEREAS , Purchaser wishes to purchase, and the Company wishes to issue, upon the terms and conditions stated in this Agreement, that aggregate number of shares of the Company’s Class A common stock, par value $0.01 per share (the “ Class A Common Stock ”), set forth opposite Purchaser’s name in column (3) on Schedule 1.1(a) hereto (the “ Purchased Shares ”).

WHEREAS , the Company and Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), and Rule 506 of Regulation D (“ Regulation D ”) as promulgated by the U.S. Securities and Exchange Commission (the “ Commission ”) under the Securities Act.

WHEREAS , contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, a Stockholders Agreement, an Ownership Limitation Waiver and related Purchaser Representation Letter, each as between the Company and Purchaser and each of even date herewith (such agreements and documents collectively, the “ Related Documents ”).

NOW, THEREFORE , in consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Purchaser hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE OF PURCHASED SHARES

Section 1.1 Purchase and Sale of Purchased Shares .

(a) At the closing for the purchase and sale contemplated hereunder (the “ Closing ”), which shall occur simultaneously with the execution and delivery of this Agreement (the “ Closing Date ”), the Company shall issue and sell to Purchaser, and Purchaser shall subscribe for and buy from the Company, the Purchased Shares at a price of $21.00 per share. The aggregate purchase price for the Purchased Shares (the “ Purchase Price ”) shall be the amount set forth opposite Purchaser’s name in column (4) of Schedule 1.1(a) hereto.

(b) At the Closing, (i) Purchaser shall pay the Purchase Price to the Company for the Purchased Shares by wire transfer of immediately available funds in U.S. dollars in accordance with the Company’s written wire instructions and (ii) the Company shall deliver the Purchased Shares to Purchaser, registered in the name of Purchaser on the books and records of the Company and held by way of direct registration/book-entry at an account in Purchaser’s name at the Company’s transfer agent, American Stock Transfer & Trust Company, LLC.

(c) The Closing will occur at the offices of the Company or such other place on the Closing Date as may be agreed by the parties or by conference call and electronic exchange of signatures, documents and other deliverables required to be executed and/or delivered at the Closing.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Company . The Company represents and warrants to Purchaser that, except as set forth in the Filed Documents (as defined below), to the extent such Filed Documents have been filed at least three (3) Business Days prior to the date hereof:

(a) Organization and Good Standing . Each of the Company and its subsidiaries has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the business in which it is now engaged and in which it proposes to be engaged as described in the Filed Documents, except where the failure to be so qualified or in good standing or have such power or authority does not or would not reasonably be expected to have, individually or in the aggregate, (i) a material adverse effect upon the business, properties, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole; or (ii) prevent or materially interfere with the consummation of the transactions contemplated by this Agreement (each of (i) and (ii) above, a “ Company Material Adverse Effect ”).

(b) Organization and Good Standing of Operating Partnership . Empire State Realty OP, L.P., a Delaware limited partnership (the “ Operating Partnership ”) has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify would not, individually or in the aggregate, have a Company Material Adverse Effect, and has all power and authority necessary to own, lease and operate its properties and to conduct its business as described in the Filed Documents and to enter into and perform its obligations under this Agreement. The Company is the sole general partner of the Operating Partnership. The First Amended and Restated Agreement of Limited Partnership of the Operating Partnership is in full force and effect.

(c) Capitalization . As of the date hereof and immediately prior to the issuance of the Purchased Shares hereunder, the Company’s authorized capital stock consists of 400,000,000 shares of Class A Common Stock, of which 123,218,922 are issued and

outstanding; 50,000,000 shares of Class B common stock, $0.01 par value per share (the “ Class B Common Stock ”), of which 1,099,014 are issued and outstanding, and 50,000,000 shares of preferred stock, of which no shares are issued and outstanding. The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. Other than with respect to (i) the Class B Common Stock; (ii) the operating partnership units of the Operating Partnership that are designated as Series ES Operating Partnership Units, Series 60 Operating Partnership Units, Series 250 Operating Partnership Units and Series PR Operating Partnership Units (collectively, the “ OP Units ”); (iii) the Operating Partnership’s 2.625% Exchangeable Senior Notes due 2019; and (iv) any shares reserved pursuant to the Company’s and the Operating Partnership’s equity incentive plan as disclosed in the Filed Documents (including shares reserved in connection with outstanding long term incentive plan units of the Operating Partnership (the “ LTIP Units ”) issued pursuant to such plan), no shares of capital stock of the Company are reserved for any purpose. Except for the Class B Common Stock, the OP Units, the LTIP Units and the Operating Partnership’s 2.625% Exchangeable Senior Notes due 2019, there are no outstanding securities or other instruments convertible into or exchangeable for any shares of capital stock of, or other equity interests in, the Company and there are no outstanding options, rights (preemptive or otherwise) or warrants or other instruments to purchase or subscribe for shares of capital stock or any other securities of the Company or any other contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options. All of the issued shares of capital stock or other equity interests, as applicable, of each subsidiary of the Company or the Operating Partnership have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company or the Operating Partnership, free and clear of all liens, encumbrances, equities, claims, restrictions on voting or transfer, or any other claims of any third party.

(d) Power and Authority . The Company has full right, power and authority to execute and deliver this Agreement and the Related Documents and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the Related Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

(e) Purchase Agreement . This Agreement has been duly authorized, executed and delivered by the Company and shall constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as (i) such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii) enforceability of the indemnification and contribution provisions set forth in this Agreement may be limited by the federal or state securities laws of the United States or the public policy underlying such laws.

(f) Related Documents . The Related Documents have been duly authorized, executed and delivered by the Company and shall constitute the legal, valid and binding

obligations of the Company, enforceable against the Company in accordance with their terms, except as (i) such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii) enforceability of the indemnification and contributions provisions set forth in the Related Documents, if any, may be limited by the federal or state securities laws of the United States or the public policy underlying such laws.

(g) The Purchased Shares . The Purchased Shares have been duly authorized and, when issued and delivered against payment of the consideration set forth herein, will be duly and validly issued, and fully paid and nonassessable, free and clear of any lien, charge, encumbrance, security interest, rights of first refusal, preemptive or similar rights, and other encumbrances with respect to the issue thereof, except as provided for in the Related Documents, the Company’s articles of incorporation and applicable securities laws.

(h) No Violation or Default . Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority; except in the case of clauses (ii) and (iii) for any such default or violation that would not, individually or in the aggregate, have a Company Material Adverse Effect.

(i) No Conflicts . The execution, delivery and performance by the Company of this Agreement and the Related Documents, the issuance and sale of the Purchased Shares, and the consummation of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries, including any ownership limitations on capital stock therein; or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority; except in the case of clauses (i) and (iii) for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Company Material Adverse Effect.

(j) No Consents Required . No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this

Agreement, Related Documents, the issuance and sale of the Purchased Shares and the consummation of the transactions contemplated hereby and thereby, except for (i) such as has been obtained or made; and (ii) (A) such as may be required under the Securities Act and related rules and regulations, and the rules of the New York Stock Exchange, (B) the filing of a registration statement by the Company with the Commission under the Securities Act pursuant to the Registration Rights Agreement, and (C) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws.

(k) Filed Documents; Financial Statements . The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “ Filed Documents ”). As of their respective filing dates, the Filed Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder applicable to the Filed Documents, and none of the Filed Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included in the Filed Documents (the “ Financial Statements ”) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as of their respective filing dates, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included in the Filed Documents present fairly the information required to be stated therein.

(l) No Material Adverse Effect . Since the date of the most recent Financial Statements of the Company included in the Filed Documents, there has not been any change, effect or circumstance, which, individually or in the aggregate, has had or would have a Company Material Adverse Effect.

(m) Legal Proceedings . There are no legal or governmental actions, suits or proceedings (whether civil, criminal, administrative or investigation, in law or in equity), by any Person before any governmental or regulatory authority pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is (or, to the extent threatened, will be) a party or to which any property, asset or right of the Company or any of its subsidiaries is (or, to the extent threatened, will be) the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would have a Company Material Adverse Effect.

(n) Investment Company Act . The Company is not, and after giving effect to the offering and sale of the Purchased Shares and the application of the proceeds thereof will not be, required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

(o) Taxes .

(i) All material Taxes and Tax liabilities due and payable by or with respect to the income, assets or operations of the Company and its subsidiaries have been timely paid in full. All material Taxes incurred but not yet due and payable (A) for periods covered by the Financial Statements have been properly accrued and adequately disclosed on the Financial Statements, and (B) for periods not covered by the Financial Statements, have been properly accrued on the books and records of the Company and its subsidiaries, each in accordance with the United States generally accepted accounting principles and practices, as in effect from time to time and applied consistently throughout the periods involved.

(ii) Other than as disclosed on Schedule 2.1(o)(ii) hereto, all material Returns required to be filed by the Company or any of its subsidiaries have been timely filed, and all such Returns are true, correct and complete in all material respects.

(iii) Other than as disclosed on Schedule 2.1(o)(iii) hereto, neither the Company nor any of its subsidiaries has been within the past five (5) years or is currently the subject of an audit or other examination of Taxes by the tax authorities of any nation, state or locality (and no such audit is pending or contemplated), nor has the Company or any of its subsidiaries received any written notices from any taxing authority relating to any issue which could reasonably be expected to affect the Tax liability of the Company or any of its subsidiaries.

(iv) Other than as disclosed on Schedule 2.1(o)(iv) hereto, neither the Company nor any of its subsidiaries (A) has entered into an agreement or waiver (that has not expired) or has been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes of the Company or any of its subsidiaries, or (B) is presently contesting the Tax liability of the Company or any of its subsidiaries before any court, tribunal or agency.

(v) No jurisdiction where the Company or any of its subsidiaries does not file Returns or pay Taxes has claimed in writing to the Company or any of its subsidiaries that the Company or any of its subsidiaries is subject to Tax in such jurisdiction or required to file Returns in such jurisdiction.

(vi) The Company and each of its subsidiaries have duly and timely withheld and paid to the appropriate taxing authorities all amounts required to be withheld and paid under applicable Law. The Company and each of its subsidiaries have complied with all applicable Tax laws relating to information reporting and record retention.

(vii) Neither the Company nor any of its subsidiaries has been included in any “consolidated”, “unitary” or “combined” Return provided for under the law of the United States, any non-U.S. jurisdiction or any state or locality.

(viii) Neither the Company nor any of its subsidiaries is liable for any Taxes of any other Person (other than the Company or any of its subsidiaries) under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or non-U.S. Tax law or as a transferee or successor, by contract or otherwise.

(ix) Other than as disclosed on Schedule 2.1(o)(ix) hereto, there are no Tax sharing, allocation, or indemnification contracts (other than customary indemnification obligations contained in commercial agreements not principally related to Taxes) in effect as between the Company or any of its subsidiaries and any other party under which Purchaser, the Company or any of its subsidiaries could be liable for any Taxes of any party.

(x) There are no liens for Taxes upon the Company, any of its subsidiaries, or any assets of the Company or any of its subsidiaries other than for Taxes not yet due and payable.

(xi) Neither the Company nor any of its subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any of the following: (A) a “closing agreement” as described in Section 7121 of the Internal Revenue Code of 1986, as amended (the “ Code ”) (or any corresponding or similar provision of state, local or non-U.S. income Tax Law) entered into at or prior to the Closing, (B) an installment sale or open transaction occurring at or prior to the Closing, (C) a prepaid amount received prior to the Closing, or (D) a change in the accounting method pursuant to Section 481 of the Code or any similar provision of any nation, state or locality initiated or required prior to the Closing.

(xii) For purposes of this Agreement, “ Taxes ” shall mean all taxes, assessments, charges, duties, fees, levies or other governmental charges including all United States federal, state, local, foreign and other income, franchise, profits, gross income, gross receipts, recapture, capital gains, leasing, lease, capital stock, transfer, sales, use, value-added, transfer, recording, occupation, property (real or personal, tangible or intangible), escheat, excise, severance, environmental, windfall profits, stamp, license, payroll, employment, unemployment, occupation, premium, social security, alternative or add-on minimum, withholding and other taxes, assessments, charges, duties, fees, levies or other governmental charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Return), all estimated taxes, deficiency assessments, additions to tax, penalties and interest and shall include any liability for such amounts as a result of (A) being a transferee or successor or member of a combined, consolidated, unitary or affiliated group, or (B) any express or implied

obligation to indemnify any Person or other entity; “ Returns ” shall mean any return, declaration, report, estimate, claim for refund, information return or statement related to Taxes, including any schedule or attachment thereto and including any amendment thereof required to be filed in respect of any Taxes; and “ Person ” means an individual, or any legal commercial or governmental entity, such as, but not limited to, a limited liability company, partnership, joint venture, corporation, trust, unincorporated organization and government or any department or agency thereof.

(xiii) Real Estate Investment Trust . Commencing with its taxable year ended December 31, 2013, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“ REIT ”) under the Code, and the Company’s proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code. The Operating Partnership is and has been at all times since its formation taxable as a partnership, and not as a corporation (or association taxable as a corporation), for U.S. federal income tax purposes.

(xiv) U.S. Real Property Interest . To the Company’s knowledge and belief, the Purchased Shares acquired pursuant to this Agreement are not and are not currently expected to become United States real property interests within the meaning of Section 897(c) of the Code.

(xv) Domestically Controlled Status . To the Company’s knowledge and belief, the Company is, and the Company expects that it will be immediately after the Closing, a “domestically controlled qualified investment entity” within the meaning of Section 897(h)(4) of the Code.

(p) Possession of Licenses and Permits . Except as described in the Filed Documents, each of the Company, the Operating Partnership and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “ Governmental Licenses ”) issued by the appropriate governmental entities necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, individually or in the aggregate, have a Company Material Adverse Effect; each of the Company, the Operating Partnership and their respective subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, have a Company Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, have a Company Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any written notice of proceedings pending and relating to the revocation or modification of any Governmental Licenses that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Company Material Adverse Effect.

(q) Title to Property . (i) The Operating Partnership or a subsidiary thereof has good and marketable fee title to all real property owned by them and a valid leasehold interest in

all real property leased by them as lessee (collectively, the “ Properties ”), free and clear of all mortgages, pledges, liens, claims, security interests, restrictions or encumbrances of any kind; (ii) neither the Company, the Operating Partnership nor any of their respective subsidiaries owns any real property other than the Properties; (iii) each of the ground leases and subleases of real property, if any, and under which the Company, the Operating Partnership or any of their respective subsidiaries holds properties described in the Filed Documents, is valid, enforceable and in full force and effect, except in each case, as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity), and with respect to indemnification thereunder, except as rights may be limited by applicable law or policies underlying such law, and none of the Company, the Operating Partnership nor any of their respective subsidiaries has received notice of any claim of any sort that has been asserted by any ground lessor or sublessor under any such ground lease or sublease threatening the rights of the Company, the Operating Partnership or any of their respective subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; (iv) no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease; (v) there are no pending or, to the Company’s knowledge, threatened condemnation proceedings, zoning change or other similar proceeding or action that will affect the use or value of any of the Properties; and (vi) the mortgages and deeds of trust that encumber the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than other Properties; except in all cases under clauses (i)-(vi) above as would not, individually or in the aggregate, have a Company Material Adverse Effect.

(r) Possession of Intellectual Property . The Company, the Operating Partnership and their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “ Intellectual Property ”) reasonably necessary to conduct the business now operated by them, and none of the Company, the Operating Partnership nor any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the Operating Partnership or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, would have a Company Material Adverse Effect.

(s) Environmental Laws . Except as described in the Filed Documents, or as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) none of the Company, the Operating Partnership nor any of their respective subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or

administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “ Hazardous Materials ”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “ Environmental Laws ”); (ii) the Company, the Operating Partnership and their respective subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws with respect to their respective Properties and are each in compliance with their requirements; and (iii) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company, the Operating Partnership or any of their respective subsidiaries.

(t) Description of Organization and Method of Operations . (i) The description of the Company’s organization and method of operation and its qualification and taxation as a REIT set forth in the Filed Documents is accurate in all material respects and presents fairly the matters referred to therein; and (ii) the Company’s operating policies and investment guidelines described in the Filed Documents accurately reflect in all material respects the operation of the Company’s business, and no material deviation from such guidelines or policies is currently contemplated. The Company has no current plans to transfer real property assets in taxable transactions or to otherwise engage in transactions that will result in the distribution of real estate capital gains dividends to its stockholders.

(u) Disclosure Controls . The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to provide reasonable assurances that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(v) Accounting Controls . The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) and 15d-15 of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of Financial Statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with

management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included in the Filed Documents fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. There are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of the board of directors of the Company have been advised of (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have significant role in the Company’s internal controls over financial reporting.

(w) Shell Company . The Company is not, and has not previously been at any time, a “shell company” (as such term is defined in Rule 405 under the Securities Act).

(x) No General Solicitation . Neither the Company, nor any of its subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Purchased Shares.

(y) Brokers . Neither the Company nor its affiliates have employed the services of, or dealt with, any broker, agent or finder in connection with the transactions contemplated hereby, except that the parties acknowledge that the Company expects to pay a commission or fee for professional services rendered in connection with the transactions contemplated hereby to each of CBRE, Goldman, Sachs and Eastdil Secured.

(z) Foreign Corrupt Practices Act . None of the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(aa) Money Laundering Laws . The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and

regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental entity (collectively, the “ Money Laundering Laws ”); and no action, suit or proceeding by or before any governmental entity involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened, and the Company is not aware of any act or event that would reasonably be expected to lead to any such action, suit or proceeding.

(bb) OFAC . None of the Company or any of its subsidiaries, or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of any such entity is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, joint venture partners or other person, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(cc) Illegal Business Practices . The Company has not obtained or induced directly or indirectly through any party the procurement of Purchaser’s investment in the Purchased Shares or any contract, consent, right, interest, privilege or other obligation or benefit related thereto or a favorable relationship with Purchaser or its affiliates through any violation of law or regulation applicable to the Company or its affiliates in any jurisdiction in which they carry on business, nor has it given or agreed to give to any Person, either directly or indirectly, any placement fee, introductory fee, arrangement fee, finder’s fee or any other fee, compensation, monetary benefit or any other benefit, gift, commission, gratification, bribe or kickback, whether described as a consultation fee or otherwise, with the object of obtaining or inducing the procurement of Purchaser’s investment in the Purchased Shares or any contract, right, privilege or other obligation or benefit related thereto; in all of the foregoing, other than the payment of any brokerage commission otherwise disclosed herein and arising on market terms or any fees for legal, accounting, tax, or other consulting services rendered by recognized service providers on customary terms.

(dd) Use of Proceeds . The Company intends to use the net proceeds from the issuance and sale of the Purchased Shares hereunder to repay amounts outstanding under the Company’s revolving credit facility or other outstanding indebtedness, to fund future acquisitions and capital improvements, and for general corporate purposes. Pending such application of the net proceeds, the Company may invest the net proceeds in short-term government securities, short-term money market funds, bank certificates of deposit and/or similar short-term investments.

Section 2.2 Purchaser’s Representations and Warranties .

Purchaser represents, warrants and agrees as follows:

(a) Organization and Good Standing . Purchaser is a limited liability company, duly organized, validly existing and in good standing (as applicable) under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business.

(b) Authorization and Power . Purchaser has the requisite power and authority, corporate or otherwise, to enter into and perform its obligations under this Agreement and the Related Documents, including to subscribe for the Purchased Shares being sold to it hereunder. The execution, delivery and performance of the this Agreement and the Related Documents by Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, partnership, limited liability company and/or other action, and no further consent or authorization of Purchaser or its board of directors, other governing body, managers, members, partners or other Person, as the case may be, is required.

(c) No Public Sale or Distribution . Purchaser is subscribing for the Purchased Shares for its own account for investment and not with a view toward, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act if permitted by the Related Documents. Purchaser does not presently have any agreement or understanding, directly or indirectly, or any intention to enter such agreement or understanding, with any Person to distribute the Purchased Shares. As of the date hereof, Purchaser is subscribing for the Purchased Shares hereunder in the ordinary course of its business and not with the purpose nor with the effect of changing or influencing the control of the Company, nor in connection with or as a participant in any transaction having such purpose or effect.

(d) Accredited Investor/Qualified Institutional Buyer Status . Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. Purchaser is a partnership or a limited liability company or similar entity not formed for the specific purpose of acquiring the Purchased Shares and has total assets in excess of $5,000,000, or is an entity in which each equity owner is an “accredited investor.”

(e) Reliance on Exemptions . Purchaser understands that the Purchased Shares are being offered and issued to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Purchaser to subscribe for the Purchased Shares.

(f) Information . Purchaser has evaluated the merits and risks of acquiring the Purchased Shares on the terms set forth in this Agreement on its own and without reliance on the Company or any of its affiliates or representatives (other than with respect to the Company’s express representations and warranties set forth herein). Purchaser and its advisors have been furnished with, or had access to, and have been afforded opportunity to review, all materials relating to the business, finances and operations of the Company, the Operating Partnership and their respective subsidiaries and materials relating to the offer and sale of the Purchased Shares that have been requested by Purchaser as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company. Purchaser and its advisors have been afforded the opportunity to ask questions of, and to receive answers from, the Company. Neither such inquiries nor any other due diligence investigations conducted by Purchaser or its advisors, if any, or its representatives

shall modify, amend or affect Purchaser’s right to rely on the Company’s representations and warranties contained herein. Purchaser understands that its investment in the Purchased Shares involves a high degree of risk and Purchaser is able to afford a complete loss of such investment. Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Purchased Shares.

(g) No Governmental Review . Purchaser understands that no U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Purchased Shares or the fairness or suitability of the investment in the Purchased Shares nor have such authorities passed upon or endorsed the merits of the offering of the Purchased Shares.

(h) Transfer or Resale . Purchaser understands that the Purchased Shares are “restricted securities” under applicable U.S. federal securities laws and that the Securities Act and the rules of the Commission provide in substance that Purchaser may dispose of the Purchased Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and Purchaser understands that, except as provided in the Registration Rights Agreement, the Company has no obligation or intention to register the offer and resale of any of the Purchased Shares, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Consequently, Purchaser understands that Purchaser may bear the economic risks of the investment in the Purchased Shares for an indefinite period of time.

(i) Legends . Purchaser understands that the certificates or other instruments representing the Purchased Shares, except as set forth below, shall bear any legend as required by the “blue sky” laws of any state or the Company’s Articles of Amendment and Restatement and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such share certificates):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) INSIDE THE UNITED STATES PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (E) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE APPLICABLE LAWS OF ANY OTHER JURISDICTION, PROVIDED THAT IN THE CASE OF (C), (D) OR (E) ABOVE, THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE ISSUER A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING, REASONABLY SATISFACTORY TO THE ISSUER. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Subject to the terms of the Stockholders Agreement, the legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Purchased Shares upon which it is stamped, if, unless otherwise required by state securities laws, (i) such Purchased Shares are registered for resale under the Securities Act; (ii) in connection

with a sale, assignment or other transfer, such holder provides the Company with an opinion of a law firm reasonably acceptable to the Company, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Purchased Shares may be made without registration under the applicable requirements of the Securities Act; or (iii) such holder provides the Company with reasonable assurance that the Purchased Shares can be sold, assigned or transferred pursuant to Rule 144.

(j) Validity; Enforcement . This Agreement and each of the Related Documents has been duly and validly authorized, executed and delivered on behalf of Purchaser and shall constitute the legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(k) No Conflicts . The execution, delivery and performance by Purchaser of this Agreement and the Related Documents and the consummation by Purchaser of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Purchaser pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Purchaser is a party or by which Purchaser is bound or to which any of the property or assets of Purchaser is subject; (ii) result in any violation of the organizational documents of Purchaser; or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clause (i) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a material adverse effect on the ability of Purchaser to perform its obligations hereunder.

(l) No General Solicitation . Purchaser acknowledges that the Purchased Shares were not offered to Purchaser by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, website, or similar media, or broadcast over television or radio; or (ii) any seminar or meeting to which Purchaser was invited by any of the foregoing means of communications.

(m) Brokers . Neither Purchaser nor its affiliates have employed the services of, or dealt with, any broker, agent or finder in connection with the transactions contemplated hereby, except that the parties acknowledge that CBRE introduced the parties at the outset of negotiations for the transactions contemplated hereby and shall be paid a commission by the Company in connection therewith.

(n) OFAC; Prohibited Investments; Etc .

(i) To the best of the knowledge of Purchaser none of (A) Purchaser; (B) any Person controlling or controlled by Purchaser; (C) if Purchaser is a privately held entity, any Person having a beneficial interest in Purchaser; (D) if

Purchaser is not the beneficial owner of all of the Purchased Shares, any Person having a beneficial interest in the Purchased Shares; or (E) any Person for whom Purchaser is acting as agent or nominee in connection with this investment in the Purchased Shares: (1) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC, or any other list maintained by any other applicable sanctions authority in any jurisdiction in which the Company may conduct its business, from time to time; (2) is a foreign shell bank; or (3) resides in or whose subscription funds are or will be transferred from or through an account in a non-cooperative jurisdiction. Purchaser agrees to notify promptly the Company of any change in information affecting this representation and covenant.

(ii) Purchaser also acknowledges that the Company will not accept the investment of funds by natural persons or entities acting, directly or indirectly, in contravention of any applicable money laundering regulations or conventions of the United States or other international jurisdictions, or on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that are included on any relevant lists maintained by the United Nations, North Atlantic Treaty Organization, Organization for Economic Cooperation and Development, Financial Action Task Force, OFAC, the Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency or the U.S. Internal Revenue Service, all as may be amended from time to time.

(iii) Purchaser is wholly owned by the governmental authority of the State of Qatar established by Emiri Decree No 22 of 2005 (the “ Group Owner ”). No one other than the Group Owner has a beneficial interest in Purchaser. Purchaser is not organized or chartered under the laws of, a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Interrupt and Obstruct Terrorism Act of 2001 as warranting special measures due to money laundering concerns. Purchaser will not contribute subscription funds that originate from, or will be or have been routed through, an account maintained by a foreign shell bank, an “off-shore bank,” or a bank organized or chartered under the laws of a non-cooperative jurisdiction.

(iv) Purchaser acknowledges that the Company is, or may in the future become subject to, money laundering statutes, regulations and conventions of the United States or other international jurisdictions, and Purchaser agrees to execute instruments, provide information or perform any other acts as may reasonably be requested by the Company for the purpose of: (A) carrying out due diligence as may be required by applicable law to establish the identity of (1) Purchaser, (2) any underlying beneficial owner(s) of Purchaser, and (3) any investors, partners, members, directors, officers, beneficiaries or grantors of Purchaser, and any underlying beneficial owner(s) of such investors, partners, members, directors, officers, beneficiaries or grantors, as applicable; (B) maintaining records of identities, or verifications or certifications as to identities; and (C) taking any other actions as may be required to comply with and remain in compliance with money laundering, sanctions, anti-corruption or related statutes, regulations or conventions applicable to the Company.

(o) Illegal Business Practices . Purchaser has not obtained or induced directly or indirectly through any party the procurement of Purchaser’s investment in the Purchased Shares or any contract, consent, right, interest, privilege or other obligation or benefit related thereto or a favorable relationship with the Company or its affiliates through any violation of law or regulation applicable to Purchaser or its respective affiliates in any jurisdiction in which they carry on business, nor has it given or agreed to give to any Person, either directly or indirectly, any placement fee, introductory fee, arrangement fee, finder’s fee or any other fee, compensation, monetary benefit or any other benefit, gift, commission, gratification, bribe or kickback, whether described as a consultation fee or otherwise, with the object of obtaining or inducing the procurement of Purchaser’s investment in the Purchased Shares or any contract, right, privilege or other obligation or benefit related thereto; in all of the foregoing, other than the payment of any brokerage commission otherwise disclosed herein and arising on market terms or any fees for legal, accounting, tax, or other consulting services rendered by recognized service providers on customary terms.

(p) No Disqualifying Events . Purchaser represents and certifies that, after due inquiry, for purposes of Rule 506(d) and Rule 506(e) of the Securities Act (collectively, the “ Bad Actor Rule ”), neither Purchaser nor any Person who beneficially owns or will beneficially own Purchaser’s Purchased Shares is subject to any disqualifying event, including without limitation any conviction, order, judgment, decree, suspension, expulsion or bar described in the Bad Actor Rule, whether such event occurred or was issued before, on or after September 23, 2013, and Purchaser agrees to notify the Company immediately upon becoming aware that the foregoing is not, or is no longer, complete and accurate in every material respect. The Company may require additional information from Purchaser or Purchaser’s beneficial owners to satisfy its due diligence obligations under the Bad Actor Rule.

(q) Tax Matters . Purchaser either (i) is treated as an integral part of a foreign sovereign within the meaning of Section 892 of the Code and the Treasury Regulations promulgated thereunder; or (ii) is wholly owned, directly or indirectly, by one or more integral parts of a foreign sovereign within the meaning of Section 892 of the Code and the Treasury Regulations promulgated thereunder. Purchaser is acquiring the Purchased Shares purchased pursuant to this Agreement for its own account and not for the benefit of any individual, any entity treated as an individual under Section 542 of the Code, or any entity directly or indirectly owned by any individual or entity treated as an individual under Section 542 of the Code. Purchaser will be the beneficial owner of the Purchased Shares acquired pursuant to this Agreement.

(r) Tax Forms . At the Closing, Purchaser shall provide the Company with a properly completed and executed Internal Revenue Service Form W-8EXP, W-8BEN-E, or other appropriate Form W-8. At the Company’s prior written request in the event that any such form expires or otherwise becomes ineffective, or if Purchaser becomes aware that the information contained on such form becomes incorrect, Purchaser shall promptly replace such form with a properly completed and executed replacement form.

(s) Ownership Activity .

(i) Within the past twelve (12) months, other than as disclosed in Schedule 2.2(s) , no member of the Stockholder Group (as defined in the Stockholders Agreement) has engaged in any short sales or similar transactions with respect to the Class A Common Stock, nor, directly or indirectly, caused any Person to engage in any short sales or similar transactions with respect to the Class A Common Stock.

(ii) With the exception of the Purchased Shares, within the past twelve (12) months, other than as disclosed in Schedule 2.2(s) , the Stockholder Group does not collectively beneficially own, or have any option or other right to acquire, in the aggregate, any securities of the Company or the Operating Partnership. The Stockholder Group does not collectively, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have an economic interest in any securities of the Company or the Operating Partnership as a result of any cash-settled total return swap transaction or any other swap, other derivative or “synthetic” ownership arrangement.

(t) Foreign Corrupt Practices Act . In connection with the purchase of the Purchased Shares, (i) neither Purchaser nor to the knowledge of Purchaser, any director, officer, agent, employee, affiliate or other person acting on behalf of Purchaser, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and (ii) Purchaser has conducted its businesses in compliance with the FCPA and has instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

ARTICLE 3

CONDITIONS PRECEDENT TO CLOSING

Section 3.1 Conditions Precedent to the Obligations of both Parties . The respective obligations of each party to this Agreement to effect the Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing:

(a) No Injunctions . No governmental entity of competent jurisdiction shall have issued any moratorium, or enacted, issued, promulgated, enforced or entered any order, decree or law which is in effect and which prevents or prohibits the consummation of, or that makes it illegal for any party hereto to consummate the transactions contemplated by this Agreement or any of the Related Documents.

Section 3.2 Additional Conditions Precedent to the Obligations of Purchaser . The obligation of Purchaser to purchase and pay for the Purchased Shares at the Closing shall be subject to the satisfaction, on or before the Closing, of each of the following conditions, all or any of which may be waived in writing, in whole or in part, by Purchaser:

(a) Representations and Warranties . (i) The representations and warranties of the Company set forth in Section 2.1(a) (Organization and Good Standing), Section 2.1(b) (Organization and Good Standing of Operating Partnership), Section 2.1(d) (Power and Authority), Section 2.1(e) (Purchase Agreement), Section 2.1(f) (Related Documents), and Section 2.1(y) (Brokers) shall be true and correct in all respects on and as of the Closing Date; and (ii) all other representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing in all material respects (except for such representations and warranties that are qualified as to materiality, which shall be true in all respects) as though such representations and warranties were made at and as of such date.

(b) Related Documents . Each of the Related Documents shall have been duly authorized, executed and delivered by the Company.

(c) Officer’s Certificate . Purchaser shall have received a certificate, dated the Closing, signed by a duly authorized executive officer of the Company, certifying that the conditions specified in the foregoing Section 3.2(a) hereof have been fulfilled.

(d) Secretary’s Certificate . Purchaser shall have received a certificate, dated the Closing, of the Secretary of the Company attaching: (i) a true and complete copy of the Company’s articles of incorporation, in effect as of such date; (ii) a true and complete copy of the Company’s by-laws, in effect as of such date; (iii) resolutions of the Company’s board of directors authorizing the execution and delivery of this Agreement, the Related Documents and the transactions contemplated hereby and thereby; and (iv) a certificate of incumbency executed by the Secretary or Assistant Secretary of Company listing the officers of Company authorized to execute the Agreement, and certifying the authority of each such officer to execute the agreements, documents, and instruments on behalf of Company in connection with the consummation of the transactions contemplated hereby.

(e) Opinion of the Company’s Counsel . Purchaser shall have received the opinion of Goodwin Procter LLP, counsel to the Company, as to customary corporate matters.

(f) REIT Opinion . Purchaser shall have received the opinion of Goodwin Procter LLP, counsel to the Company, with respect to the Company’s qualification and taxation as a REIT under the Code.

Section 3.3 Additional Conditions Precedent to Obligations of the Company . The obligation of the Company to issue and deliver the Purchased Shares at the Closing shall be subject to the satisfaction, on or before the Closing, of each of the following conditions, all or any of which may be waived in writing, in whole or in part, by the Company:

(a) Receipt of Purchase Price . As provided in Section 1.1(a) , the Company shall have received payment of the Purchase Price for the Purchased Shares.

(b) Representations and Warranties . (i) The representations and warranties of Purchaser set forth in Section 2.2(a) (Organization and Good Standing), Section 2.2(b) (Authorization and Power), and Section 2.2(m) (Brokers) shall be true and correct in all respects on and as of the Closing Date; and (ii) all other representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on and as of the Closing (except for such representations and warranties that are qualified as to materiality, which shall be true in all respects) as though such representations and warranties were made at and as of such date.

(c) Related Documents . Each of the Related Documents shall have been duly authorized, executed and delivered by Purchaser.

(d) Purchaser Certificate . The Company shall have received a certificate from Purchaser, dated the Closing, signed by a duly authorized representative of Purchaser, certifying that the conditions specified in Section 3.3(b) hereof have been fulfilled.

(e) Secretary Certificate . The Company shall have received a certificate of the Secretary or equivalent of Purchaser containing a true and correct copy of the resolutions duly adopted by the board of directors or similar governing body of Purchaser approving and authorizing this Agreement and the Related Documents. The Secretary or equivalent shall also certify that such resolutions have not been rescinded, revoked, amended, modified, or otherwise affected and remain in full force and effect.

ARTICLE 4

PUBLIC ANNOUNCEMENTS; COMMISSION FILINGS

Section 4.1 Public Announcements . The Company and Purchaser will consult with each other before issuing any press releases or otherwise making any public statements or filings with any governmental entity with respect to this Agreement, the Related Documents or the transactions contemplated hereby or thereby, shall modify any portion thereof if the other party reasonably objects thereto and shall not issue any press releases or make any public statements or filings with any governmental entity prior to such consultation, unless the same may be required by applicable law or the rules and regulations of the Commission or the New York Stock Exchange. Notwithstanding anything to the contrary in the foregoing, the Company and Purchaser acknowledge Company’s obligation to file, and Company shall not be required to consult with Purchaser before filing, a description of, and/or other disclosure relating to, this Agreement, the Related Documents or the transactions contemplated hereby and thereby in (i) filings with the Commission other than (A) a Current Report on Form 8-K announcing the entry into this Agreement and the Related Documents, and (B) the prospectus supplement relating to the resale of the Purchased Shares; or (ii) non-scripted conference calls not specifically designed to discuss this Agreement, the Related Documents or the transactions contemplated hereby or thereby, or analyst conference or meetings.

Section 4.2 Commission Filings . Purchaser shall timely file all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Exchange Act, including but not limited to any reports, schedules, forms, statements and other documents required under Section 13 or 16 of the Exchange Act.

ARTICLE 5

SURVIVAL; INDEMNIFICATION

Section 5.1 Survival; Indemnification .

(a) The respective representations and warranties of the Company and Purchaser contained in Section 2.1 and Section 2.2 shall survive for a period of twelve (12) months from the Closing; provided , however , that the representations and warranties contained in Section 2.1(o) shall survive for a period of twenty-four (24) months from the Closing (the “ Survival Period ”). The parties agree that no claim may be brought based upon, directly or indirectly, any of the representations and warranties contained in this Agreement after the Survival Period. The termination of the representations and warranties provided herein shall not affect a party in respect of any good faith claim made by such party in reasonable detail in writing received by the other party prior to the expiration of the Survival Period.

(b) From and after the Closing, the Company shall indemnify, save and hold harmless Purchaser from and against any and all costs, losses, liabilities, obligations, damages, claims, judgments, awards, and expenses (whether or not arising out of third-party claims), including interest, penalties, reasonable attorneys’ fees and any amounts paid in settlement of the foregoing (collectively, “ Losses ”) incurred in connection with, arising out of, or resulting from (i) any breach of any representation or warranty made by the Company in Section 2.1 hereof or in the certificate delivered pursuant to Section 3.2(e) ; or (ii) any breach of any covenant or agreement to be performed by the Company in this Agreement.

(c) From and after the Closing, Purchaser shall indemnify, save and hold harmless the Company from and against any and all Losses incurred in connection with, arising out of, or resulting from (i) any breach of any representation or warranty made by Purchaser in Section 2.2 hereof or in the certificate delivered pursuant to Section 3.3(d) ; or (ii) any breach of any covenant or agreement to be performed by Purchaser in this Agreement.

(d) Each party entitled to indemnification under this Section 5.1 (the “ Indemnified Party ”) shall give notice to the party required to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any such claim or any litigation resulting therefrom; provided , that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld, conditioned or delayed), and the Indemnified Party may participate in such defense at such Indemnified Party’s expense; and provided , further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under

this Agreement, unless such failure is actually materially and adversely prejudicial to the Indemnifying Party in defending such claim or litigation and in such case, only to the extent of such prejudice. Notwithstanding the foregoing, an Indemnified Party shall have the right to retain its own counsel, with the reasonable fees and expenses of no more than one such counsel (at standard rates not in excess of those paid by the Indemnified Party in the ordinary course of its business) to be paid by the Indemnifying Party, if (i) the Indemnifying Party shall have failed, or is not entitled to assume, the defense of such claim in accordance with this Section 5.1(d) ; (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party; or (iii) representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding.

(e) An Indemnified Party shall use commercially reasonable efforts to mitigate any Losses which form the basis of an indemnification claim under this Section 5.1 ; provided , however , that such commercially reasonable efforts shall not require any Indemnified Party to commence any litigation, make any material monetary expenditure, or offer or grant any material accommodation (financial or otherwise) to any third party. Under no circumstances shall any Losses include consequential, indirect, punitive or other similar damages, including diminution of value, lost profits, lost revenues, business interruptions, or loss of business opportunity or reputation. Losses shall be calculated only to the extent attributable to the transactions contemplated by this Agreement (and, for the avoidance of doubt, shall not include any Losses to the extent attributable to or arising under any other agreements or arrangements, including but not limited to joint ventures, between the Company and its subsidiaries, on the one hand, and Purchaser and its subsidiaries, on the other hand). The amount of any Losses for which indemnification is provided under this Section 5.1 shall be net of any amounts actually recovered by the Indemnified Party from third parties, including under insurance policies with respect to such Losses (which the Indemnified Party shall use commercially reasonable efforts to recover), and shall be reduced to take account of any net tax benefit actually realized by the Indemnified Party in the form of a reduction of the cash taxes actually payable in the year the indemnity payment is made or a prior year to the extent such reduction arises from the incurrence or payment of any such Losses.

(f) An Indemnifying Party shall not be liable for any settlement of a claim effected without its written consent (which consent will not be unreasonably withheld, conditioned or delayed). No Indemnifying Party, in its defense of any such claim, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such claim a release to the Indemnified Party from all liability with respect to such claim; and (ii) is not entirely indemnifiable by the Indemnifying Party pursuant to this Article 5 , and imposes any injunctive relief or other restrictions of any kind or nature on any Indemnified Party.

(g) Unless otherwise required by law, the Company and Purchaser agree to treat any indemnity payment made pursuant to this Article 5 as an adjustment to the Purchase Price for U.S. federal, state, local and non-U.S. Tax purposes.

ARTICLE 6

MISCELLANEOUS

Section 6.1 Governing Law; Arbitration . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and shall be construed and interpreted in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. Any action or proceedings brought by a party to recover damages in respect of any disagreement or dispute in connection with this Agreement shall be submitted to and finally settled by arbitration in accordance with the rules and procedures of the American Arbitration Association, through its International Centre for Dispute Resolution before a panel of three arbitrators selected in accordance with such rules. The site of any such arbitration shall be Manhattan, New York, New York or such other place as the Company and Purchaser shall agree at the time, and the proceedings shall be conducted in the English language. Any such arbitration award obtained pursuant to this clause shall be final and binding on the parties. The parties undertake to carry out any award without delay, and the parties agree that judgment upon any such award may be entered by any court having jurisdiction over the matter or the relevant party or its assets. Notwithstanding the foregoing, the request by either party for injunctive relief or specific performance shall not be subject to arbitration and may be adjudicated only by the courts of the State of New York located in Manhattan, New York, New York, or the United States District Court of the Southern District of New York.

Section 6.2 Counterparts . This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided , that a signature delivered by facsimile, email pdf or other electronic form shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

Section 6.3 Headings . The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Section 6.4 Severability . If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Section 6.5 Entire Agreement; Amendments; Waiver . This Agreement and the Related Documents supersede all other prior oral or written agreements between Purchaser, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the Related Documents contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and Purchaser. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

Section 6.6 Notices . Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Empire State Realty Trust, Inc.

111 West 33 ^rd Street, 12 ^th Floor

New York, New York 10120

Attention: Thomas N. Keltner Jr. and Bart S. Goldstein

Facsimile: 212-986-7679

with a copy (for informational purposes only) to:

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, New York 10018

Attention: Yoel Kranz

Facsimile: 212-813-8831

If to Purchaser, to its address and facsimile number set forth on Schedule 1.1(a) hereto, with copies (for informational purposes) to Purchaser’s representatives as set forth on Schedule 1.1(a) hereto and to such other address and/or facsimile number and/or to the attention of such other Person as Purchaser has specified by written notice given to the Company five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission, or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i) , (ii) or (iii) above, respectively. The Purchaser hereby appoints QIA Advisory (USA) Inc., 9 West 57th Street, 34th Floor, New York, NY 10019 as its agent for the service of process in the United States.

Section 6.7 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of Purchaser. Purchaser shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company, in which event such assignee shall also be deemed to be Purchaser hereunder with respect to such assigned rights and obligations.

Section 6.8 No Third Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

Section 6.9 Further Assurances . Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 6.10 Specific Performance . The parties acknowledge and agree that in the event of a breach or threatened breach of its covenants hereunder, the harm suffered would not be compensable by monetary damages alone and, accordingly, in addition to other available legal or equitable remedies, each non-breaching party shall be entitled to apply for an injunction or specific performance with respect to such breach or threatened breach, without proof of actual damages (and without the requirement of posting a bond, undertaking or other security), and Purchaser and the Company agree not to plead sufficiency of damages as a defense in such circumstances.

Section 6.11 Costs and Expenses . All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses, whether or not any of the transactions contemplated hereby are consummated.

[Signature Page Follows]

IN WITNESS WHEREOF, Purchaser and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.


EMPIRE STATE REALTY TRUST, INC.

By:		/s/ David A. Karp
Name:		David A. Karp
Title:		Executive Vice President and Chief Financial Officer

Q REIT HOLDING LLC

By:		/s/ Ahmad Al-Khanji
Name:		Ahmad Al-Khanji
Title:		Director

[Signature Page to Securities Purchase Agreement]

SCHEDULE 1.1(a)

Purchaser and Purchased Shares


(1)	(2)	(3)	(4)	(5)
Purchaser	Address, Facsimile Number and Jurisdiction	Number of Purchased Shares	Purchased Shares Purchase Price	Legal Representative’s Address and Email
Q REIT Holding LLC	Ooredoo Tower, Diplomatic Area Street West Bay, Doha P.O. Box 23224, Qatar Facsimile: 974 4459 5990	29,610,854	$ 621,827,934	White & Case LLP 1155 Avenue of the Americas New York, New York 10036 Attention: Oliver Brahmst Email: obrahmst@whitecase.com

SCHEDULE 2.1(o)

Taxes


Section 2.1(o)(ii)	•	The year 2015 federal, NYS, NYC and applicable state tax returns of the Operating Partnership, the Company and its taxable REIT subsidiaries are on extension and will be filed by their due date as so extended.

	•	The federal tax return filed by the Operating Partnership for its taxable year ended December 31, 2014 may have included incorrect current period deductions. The Operating Partnership is currently considering amending such tax return, and such amendment will not result in an increase in taxable income of the Company in an amount in excess of $1.5 million.

Section 2.1(o)(iii)	•	An audit of the New York City real property transfer tax returns filed in October 2013 upon the transfer and consolidation of assets into the Company and July 2014 filing in connection with a property acquisition (as to which Ernst & Young continues to advise the Company that no contingency reserve or public disclosure is needed).

	•	An audit of the federal income tax return of Observatory TRS for its initial tax year October 7, 2013 through December 31, 2013. The Company does not currently expect any material adjustment to be proposed as a result of such audit.

	•	Routine sales tax audits.

Section 2.1(o)(iv)	•	A waiver of the statute of limitations granted by the Company in connection with the New York City real property transfer tax audit described in clause (iii) above.

Section 2.1(o)(ix)	•	In connection with the Company’s initial public offering, the Company and the Operating Partnership entered into a Tax Protection Agreement with and for the benefit of certain Protected Partners, as defined in such Tax Protection Agreement.

SCHEDULE 2.2(s)

Ownership Activity

None.

Exhibit 10.1

EXECUTION VERSION

STOCKHOLDERS AGREEMENT

BETWEEN

EMPIRE STATE REALTY TRUST, INC.

AND

Q REIT HOLDING LLC

Dated as of August 23, 2016

TABLE OF CONTENTS


		Page
ARTICLE 1 DEFINED TERMS			1

Section 1.1	Defined Terms		1
Section 1.2	Table of Defined Terms		4

ARTICLE 2 TOP UP RIGHTS			5

Section 2.1	Large Issuance Top Up Right		5
Section 2.2	Quarterly Top Up Right		6
Section 2.3	Additional Top Up Right Terms		7

ARTICLE 3 TRANSFER RESTRICTIONS; ORDINARY COURSE			9

Section 3.1	Transfer Restrictions		9
Section 3.2	Transfer to Affiliates		9
Section 3.3	Ordinary Course		9
Section 3.4	QH Obligations		10

ARTICLE 4 VOTING AGREEMENT			10

Section 4.1	Voting Arrangements		10
Section 4.2	Irrevocable Proxy Coupled With Interest		11

ARTICLE 5 RIGHT OF FIRST OFFER; ACCESS TO ADVICE AND EXPERTISE			11

Section 5.1	Right of First Offer		11

ARTICLE 6 TAX-RELATED PROVISIONS			14

Section 6.1	Representations of the Company		14
Section 6.2	FIRPTA Capital Gains		15
Section 6.3	Notice of Tax Claims		16
Section 6.4	Procedural Matters		16
Section 6.5	Domestically Controlled Status		17
Section 6.6	Additional Tax-Related Provisions		17
Section 6.7	No Tax Representations		18

ARTICLE 7 GENERAL PROVISIONS			18

Section 7.1	Termination		18
Section 7.2	Notifications		18
Section 7.3	Material Compliance		18
Section 7.4	Stockholder Group Representative		19
Section 7.5	Subsidiary Obligations		20
Section 7.6	Governing Law; Arbitration		20
Section 7.7	Counterparts		21
Section 7.8	Headings		21
Section 7.9	Severability		21
Section 7.10	Entire Agreement; Amendments; Waiver		21
Section 7.11	Notices		21

STOCKHOLDERS AGREEMENT

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).

WHEREAS , concurrently with the execution of this Agreement, the Stockholder and the Company are entering into a Securities Purchase Agreement (the “ Securities Purchase Agreement ”) pursuant to which, among other things, the Company has agreed to issue and sell to the Stockholder, and the Stockholder has agreed to purchase from the Company, that aggregate number of shares of the Company’s Class A common stock, par value $0.01 per share (the “ Class A Common Stock ”), set forth opposite the Stockholder’s name in column (3) on Schedule 1 hereto (the “ Purchased Shares ”), upon the terms and conditions set forth therein;

WHEREAS , the Stockholder and the Company are also entering into a Registration Rights Agreement, an Ownership Limitation Waiver and related Purchaser Representation Letter, each of even date herewith (such agreements and documents, together with the Securities Purchase Agreement, the “ Related Documents ”); and

WHEREAS , in connection with the Related Documents, the Company and the Stockholder are entering into this Agreement to provide certain rights and obligations on the terms and subject to the conditions set forth herein.

NOW, THEREFORE , in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.1 Defined Terms . The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“ Affiliate ” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person.

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means any day except a day on which commercial banks in Doha, Qatar are authorized or required by law to be closed.

“ Closing ” shall have the meaning given to such term in the Securities Purchase Agreement.

“ Closing Date ” shall have the meaning given to such term in the Securities Purchase Agreement.

“ Company Securities ” means (i) Equity Securities, (ii) Convertible Company Securities, (iii) Voting Securities, (iv) any preferred equity or debt securities and instruments of the Company, the Operating Partnership or any of their subsidiaries, and (v) any options, warrants or rights to acquire any of the foregoing. For the avoidance of doubt, “Company Securities” shall include any securities exposure which is held in derivative form.

“ Convertible Company Securities ” means any Company Securities (other than Equity Securities) that provide the holder a right to acquire Equity Securities of the Company or the Operating Partnership, including options, warrants and debt or preferred securities that are convertible into or exchangeable for any Equity Securities.

“ Equity Securities ” means any common equity securities of the Company or the Operating Partnership, irrespective of voting interests, that entitle its holder to receive common dividends and distributions as and when declared and paid by the Board and/or the Operating Partnership (including where subject to applicable vesting or earning), which as of the date of this Agreement consist of Class A Common Stock, Class B Common Stock, OP units and LTIP units.

“ fully diluted ” or “ fully diluted economic interests ” means (irrespective of the meaning of such term(s) under United States generally accepted accounting principles) as determined inclusive of all outstanding Equity Securities.

“ Group Owner ” means the governmental authority of the State of Qatar established by Emiri Decree No. 22 of 2005.

“ Initial Ownership Percentage ” means 9.9% of the fully diluted economic interests of the Company.

“ LTIP units ” means long term incentive units of partnership interest in the Operating Partnership.

“ Minimum Ownership Percentage ” means 5.0% of the fully diluted economic interests in the Company (excluding from the denominator any Net New Securities issued in the current or prior calendar quarter for which corresponding Quarterly Top Up Shares remain subject to potential acquisition by the Stockholder pursuant to the Quarterly Top Up Right described in Section 2.2 ); provided , that to the extent (i) the Stockholder Group is unable to purchase additional Class A Common Stock without violating the terms of the Ownership Limitation Waiver (the “ Prohibited Shares ”), and (ii) the Stockholder Group has owned, at all times prior to such inability, Class A Common Stock in an amount at least equal to the Minimum Ownership Percentage (either through the exercise (in full or in part) by the Stockholder of Top Up Rights under this Agreement or, in lieu of any Top Up Right, otherwise through the acquisition of Class A Common Stock in public transactions or otherwise from third parties effected contemporaneous with the time for exercise of such Top Up Right), then the Stockholder Group’s ownership of Class A Common Stock shall be computed for purposes of this sentence as if the Stockholder Group owned the Prohibited Shares.

“ New Equity Securities ” means any Equity Securities that the Company or the Operating Partnership issues or sells at any time or from time to time following the Closing Date, except for any Equity Securities issued upon conversion, exchange or exercise of other Equity Securities (including Class B Common Stock, OP units and LTIP units).

“ NYSE ” means the New York Stock Exchange.

“ Operating Partnership ” means Empire State Realty OP, L.P., a Delaware limited partnership.

“ OP units ” means common units of limited partnership interests in the Operating Partnership.

“ Ownership ” means, with respect to any security, the ownership of such security by any “Beneficial Owner,” as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that, in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “ Own ,” “ Owned ” and “ Owner ” shall have correlative meaning.

“ Ownership Limitation Waiver ” means that certain Agreement Regarding Waiver of Ownership Limit between the Company and the Stockholder of even date hereof pursuant to which the Company granted to the Stockholder Group a limited waiver from the ownership limitation provisions set forth in Section 7.2.1(a)(i)(1)-(2) of the Company’s Articles of Amendment and Restatement.

“ Person ” means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group acting in concert, or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted.

“ Registration Rights Agreement ” means that certain Registration Rights Agreement, of even date herewith, by and between the Company and the Stockholder.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended (or any successor regulation).

“ Stockholder Group ” means, collectively, Group Owner and each of its directly or indirectly wholly owned subsidiaries (including the Stockholder) over which Group Owner exercises control with respect to the acquisition and disposition of assets or, with respect to assets that are voting securities, the voting of those securities.

“ Transfer ” means (i) any direct or indirect offer, sale, lease, assignment, encumbrance, pledge, grant of a security interest, hypothecation, disposition or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, lease, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any security or interest in any security or (ii) in respect of any security or interest in any security, to enter into any swap or any other agreement, transaction or series of transactions that hedges or transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of such security or interest in such security, whether any such swap, agreement, transaction or series of transaction is to be settled by delivery of securities, in cash or otherwise. “ Transferred ,” “ Transferor ” and “ Transferee ” and similar expressions shall have corresponding meanings.

“ Voting Securities ” means Class A Common Stock, Class B Common Stock and all other securities of the Company or its subsidiaries entitled to vote on any matter coming before the stockholders of the Company for a vote from time to time (whether at a meeting or by written consent), disregarding the effect of Section 4.1(a) .

Section 1.2 Table of Defined Terms . Terms that are not defined in Section 1.1 have the respective meanings set forth in the following Sections:


D EFINED T ERM		S ECTION N O .
Agreement		Preamble
Applicable Investment		Section 6.2(a)
Class A Common Stock		Recitals
Code		Section 5.1(e)
Company		Preamble
Excess Voting Securities		4.1(a)
FIRPTA Capital Gain Dividends		Section 6.2(a)
Investment Opportunity		Section 5.1(a)
Joint Venture		Section 5.1(a)
Large Issuance		2.1(a)
Large Issuance Exercise Notice		2.1(b)
Large Issuance Notice		2.1(b)
Large Issuance Top Up Right		2.1(a)
Material Compliance		Section 7.3
Materially Different		Section 5.1(f)
Net New Securities		2.2(b)
Purchased Shares		Recitals
QH		Preamble
Quarterly Top Up Exercise Notice		2.2(d)
Quarterly Top Up Notice		2.2(b)
Quarterly Top Up Right		2.2(a)
Quarterly Top Up Shares		2.2(b)
Related Documents		Recitals
ROFO Notice		Section 5.1(b)


D EFINED T ERM		S ECTION N O .
ROFO Reply Notice		Section 5.1(c)
ROFO Right		Section 5.1(a)
Securities Purchase Agreement		Recitals
Stockholder		Preamble
Stockholder Representative		Section 7.4(a)
Tax Claim		Section 6.3
Top Up Right		2.2(a)
Top Up Shares		2.3(d)

ARTICLE 2

TOP UP RIGHTS

Section 2.1 Large Issuance Top Up Right .

(a) Large Issuance Top Up Right . For so long as the Stockholder Group continuously Owns at least the Minimum Ownership Percentage and is in Material Compliance, then in connection with each issuance of New Equity Securities with an aggregate value equal to or in excess of $1.0 million (a “ Large Issuance ”), the Stockholder shall have the right (in accordance with this Section 2.1 ), but not the obligation, to purchase from the Company, and the Company shall have the obligation to sell to the Stockholder, following the closing of the Large Issuance, that number of shares of Class A Common Stock equal to the Initial Ownership Percentage multiplied by the number of New Equity Securities issued in the Large Issuance (such right, the “ Large Issuance Top Up Right ”).

(b) Procedures . The Company will give the Stockholder written notice (a “ Large Issuance Notice ”) of its intention to issue New Equity Securities in a Large Issuance as soon as practicable, but in no event later than the time authorization for such Large Issuance is granted by the Board. The Large Issuance Notice shall describe the price (or range of prices), anticipated amount of securities, timing and other material terms of the Large Issuance, as well as the number of shares of Class A Common Stock that the Stockholder is entitled to purchase pursuant to the Large Issuance Top Up Right. The Stockholder will have ten (10) Business Days from the date of the Large Issuance Notice to advise the Company in writing (a “ Large Issuance Exercise Notice ”) that it intends to exercise its Large Issuance Top Up Right and acquire the applicable number of shares of Class A Common Stock. Subject to Section 2.3 below, a Large Issuance Top Up Right may be exercised, in whole or in part. If the Stockholder delivers a Large Issuance Exercise Notice with respect to a Large Issuance, then closing for the Stockholder’s Large Issuance Top Up Right will be contingent upon, and will take place simultaneously with, or as soon as practicable after, the closing of such Large Issuance. Failure by the Stockholder to deliver a Large Issuance Exercise Notice within ten (10) Business Days from the date of delivery of the Large Issuance Notice shall be deemed a waiver of the Stockholder’s Large Issuance Top Up Right with respect to such Large Issuance. The Stockholder agrees that it will, and will cause each member of the Stockholder Group to, (i) maintain the confidentiality of any information included in any Large Issuance Notice delivered by the Company unless otherwise required by

law or subpoena and (ii) after receiving written notice thereof, not effect any acquisition or disposition of any Company Securities until the public announcement of the Large Issuance referenced in the Large Issuance Notice (other than the acquisition of Class A Common Stock pursuant to the Large Issuance Top Up Right).

(c) The per-share purchase price for the Class A Common Stock issued by the Company pursuant to the Large Issuance Top Up Right shall equal (i) in the case of issuances pursuant to the Company’s equity compensation plans, the average closing price of the Class A Common Stock as reported by the NYSE during the five (5) consecutive trading days immediately preceding the delivery by the Company of the Large Issuance Notice, and (ii) in the case of all other issuances, the per-share or per-unit purchase price, consideration or implied value paid by investors for the New Equity Securities being issued in the Large Issuance (in each case, disregarding any underwriting, placement agent or other fees and commissions borne by the Company in connection with such Large Issuance).

(d) For the avoidance of doubt, the Company shall not be obligated to consummate any proposed Large Issuance, nor be liable to the Stockholder if the Company fails to consummate any proposed Large Issuance for whatever reason.

Section 2.2 Quarterly Top Up Right .

(a) Quarterly Top Up Right . For so long as the Stockholder Group continuously Owns at least the Minimum Ownership Percentage and is in Material Compliance, the Stockholder shall have the right (in accordance with this Section 2.2 ), but not the obligation, to purchase from the Company, and the Company shall have the obligation to sell to the Stockholder, in each calendar quarter following the Closing, an aggregate number of shares of Class A Common Stock equal to the Quarterly Top Up Shares (defined below) for the prior quarter (such right, the “ Quarterly Top Up Right ”). The Large Issuance Top Up Right and the Quarterly Top Up Right are sometimes referred to herein collectively as the “ Top Up Right .”

(b) Quarterly Top Up Notice . Within thirty (30) days after the end of each calendar quarter following the Closing, and until the expiration of the Quarterly Top Up Right as provided in Section 2.2(a) above, the Company shall provide to the Stockholder a notice (each, a “ Quarterly Top Up Notice ”) disclosing the aggregate number of New Equity Securities issued by the Company in such calendar quarter (exclusive of any New Equity Securities issued in a Large Issuance during such calendar quarter), less (i) any New Equity Securities reacquired by the Company during such calendar quarter (including any OP units reacquired by the Company for cash in connection with the redemption of such OP units in accordance with their terms), (ii) any shares of unvested restricted stock or LTIP units originally issued pursuant to an Equity Incentive Plan that are forfeited or repurchased by the Company during such quarter, and (iii) any other adjustments necessary in order to provide an accurate reflection of the changes in capitalization during such calendar quarter (such number, less the items described in clauses (i), (ii) and (iii), being referred to as the “ Net New Securities ” for such quarter); provided, however , that the Net New Securities for the calendar quarter ended September 30, 2016 shall equal the number of Net New Securities issued by the Company for the period beginning on the Closing Date and ending on September 30, 2016. The “ Quarterly Top Up Shares ” for a given calendar quarter shall equal that number of shares of Class A Common Stock equal to (i) the Initial Ownership Percentage, multiplied by (ii) 110.90% of the Net New Securities issued during such calendar quarter.

(c) Certificate from Stockholder . In order to assist the Company in calculating the number of Quarterly Top Up Shares that the Stockholder will have the option to purchase in any given calendar quarter, the Company shall notify the Stockholder, at the end of any given calendar quarter, of the aggregate number of shares of Class A Common Stock reflected on the books and records of the Company’s transfer agent as held by the Stockholder Group as at the end of such calendar quarter, and the Stockholder shall, within ten (10) Business Days following receipt of such notice, provide the Company with a certificate stating the number of shares of Class A Common Stock (calculated on a fully diluted basis) that the Stockholder Group Owned as of the end of such calendar quarter.

(d) Quarterly Top Up Exercise Notice . Within ten (10) Business Days after the Stockholder receives a Quarterly Top Up Notice from the Company, the Stockholder, if it so elects, shall provide the Company with written notice (each, a “ Quarterly Top Up Exercise Notice ”) that it is exercising the Quarterly Top Up Right for the applicable quarter. Subject to Section 3.3 below, a Quarterly Top Up Right may be exercised, in whole or in part.

(e) Issuance of Common Stock . Subject to the terms and conditions hereof, closings of the sale and issuance of the Class A Common Stock to be purchased by the Stockholder each quarter under this Agreement shall occur on the tenth (10 ^th ) Business Day following the Stockholder’s delivery of a Quarterly Top Up Exercise Notice to the Company or such other day as is agreed by the parties hereto.

(f) Purchase Price . The per-share purchase price for the Class A Common Stock issued by the Company pursuant to the Quarterly Top Up Right in a given quarter shall be included in the Quarterly Top Up Notice and shall equal (i) in the case of issuances pursuant to the Company’s equity compensation plans, the average closing price of the Class A Common Stock as reported by the NYSE during the five (5) consecutive trading days immediately preceding such issuances, and (ii) in the case of all other issuances, the weighted average per-share or per-unit purchase price, consideration or implied value paid by investors for the New Equity Securities issued (in each case, disregarding any underwriting, placement agent or other fees and commissions borne by the Company).

Section 2.3 Additional Top Up Right Terms .

(a) Ownership Limitation . Notwithstanding anything in this Article 2 to the contrary, in the event the exercise of a Top Up Right hereunder would cause the Stockholder Group’s Ownership of Class A Common Stock (giving effect to purchases under the Top Up Right) to violate the terms of the Ownership Limitation Waiver, then the number of shares of Class A Common Stock specified in the relevant Large Issuance Notice or Quarterly Top Up Notice, as applicable, shall automatically be deemed reduced to that number of shares of Class A Common Stock that the Stockholder could acquire without causing the Stockholder Group to violate the terms of the Ownership Limitation Waiver.

(b) Stockholder Group . Notwithstanding anything herein to the contrary, the Stockholder shall be entitled to exercise Top Up Rights pursuant to this Article 2 in its own capacity as well as on behalf of another member of the Stockholder Group, in which case references in this Section 2.3 to the Stockholder shall be deemed to be references to such other member of the Stockholder Group, unless the context otherwise requires. For the avoidance of doubt and notwithstanding anything herein to the contrary, in no event shall the Stockholder Group, collectively, have the right to exercise Top Up Rights to acquire Top Up Shares in an amount that is, in the aggregate, in excess of the number of Top Up Shares to which the Stockholder would be entitled to acquire hereunder individually in connection with any given Top Up Right.

(c) Other Exceptions . Notwithstanding anything in this Article 2 to the contrary, no Top Up Right shall apply to issuances of New Equity Securities with respect to which the Company reasonably determines in good faith that the exercise of such Top Up Right would violate applicable law or would require the Company to obtain stockholder approval pursuant to applicable rules and regulations of the NYSE and the SEC.

(d) Delivery of Shares . At each closing for any shares of Class A Common Stock acquired by the Stockholder pursuant to a Top Up Right hereunder (collectively, “ Top Up Shares ”), the Company will, or will cause its transfer agent to, electronically transfer the Top Up Shares to be sold at such closing to the Stockholder against payment by or on behalf of the Stockholder of the aggregate purchase price for the shares as provided herein by wire transfer to an account designated by the Company, or by such other means as shall be mutually agreeable to the Stockholder and the Company. Each closing shall take place at the offices of the Company or by mail or email facilities or such other place or means as the Company and the Stockholder may agree, subject to the delivery by the Stockholder of customary investor closing certificates and other documents for private placements of this nature.

(e) Securities Law Matters . The Stockholder understands and agrees that any Top Up Shares acquired by it hereunder are being offered and issued to it in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. No U.S. federal or state agency or any other government or governmental agency has passed or will pass on, or made or will make any recommendation or endorsement of, the Top Up Shares or the fairness or suitability of an investment in the Top Up Shares. The Stockholder is and will be an “accredited investor”, as that term is defined in Rule 501(a) of Regulation D under the Securities Act, at any time it acquires Top Up Shares hereunder. The Stockholder understands that its investment in the Top Up Shares involves a high degree of risk, and the Stockholder is able to afford a complete loss of such investment. The Stockholder has or will seek such accounting, legal and tax advice as necessary to make an informed investment decision with respect to its acquisition of the Top Up Shares. The Stockholder will subscribe for the Top Up Shares for its own account for investment and not with a view toward, or for resale in connection with, the public sale or distribution thereof. The Stockholder understands that the Top Up Shares will be “restricted securities” under applicable U.S. federal securities laws and that the Securities Act and the rules and regulations promulgated thereunder provide in substance that the Stockholder may dispose of the Top Up Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and the Stockholder understands that, except as provided in the

Registration Rights Agreement, the Company has no obligation or intention to register the offer and resale of any of the Top Up Shares, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Consequently, the Stockholder understands that the Stockholder may bear the economic risks of its investment in the Top Up Shares for an indefinite period of time. The Stockholder understands that the certificates or other instruments representing any Top Up Shares may bear legends as required by the Company’s charter documents, the Securities Purchase Agreement, the Securities Act and the “blue sky” laws of any state as reasonably determined by the Company (and a stop-transfer order may be placed against transfer of such share certificates). Each of the Company and the Stockholder acknowledge that it may have reporting obligations under applicable law with respect to the exercise of Top Up Rights hereunder.

ARTICLE 3

TRANSFER RESTRICTIONS; ORDINARY COURSE

Section 3.1 Transfer Restrictions . The Stockholder shall not Transfer any portion of the Purchased Shares until the sixth-month anniversary of the Closing. Beginning on the sixth-month anniversary of the Closing until the one-year anniversary of the Closing, the Stockholder shall not Transfer more than half of the Purchased Shares. Following the one year anniversary of the Closing, all of the Purchased Shares shall be Transferable without restriction hereunder.

Section 3.2 Transfer to Affiliates . Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Stockholder shall be entitled to transfer any or all of the Purchased Shares to any member of the Stockholder Group without restriction and, subject to the terms of Section 7.4 below, such member shall be entitled to exercise the rights of the Stockholder with respect such Purchased Shares hereunder, provided that any such transferee becomes a party to and assumes the obligations of the Stockholder under this Agreement and the Related Documents with respect to such Purchased Shares without relieving the Stockholder of its obligations hereunder or thereunder.

Section 3.3 Ordinary Course . The Stockholder hereby agrees that until the date on which the Stockholder Group Owns less than (i) 9.8% of the Class A Common Stock of the Company and (ii) the Minimum Ownership Percentage, the Stockholder will, and will cause each member of the Stockholder Group to:

(a) acquire and hold the shares of Class A Common Stock and any other Company Securities that it then Owns in the ordinary course of business and not with the purpose nor with the effect of changing or influencing the control of the Company, nor in connection with or as a participant in any transaction having such purpose or effect;

(b) not acquire any Company Securities if the aggregate amount of Company Securities the Stockholder Group would then Own would exceed the Initial Ownership Percentage or any other ownership threshold applicable to the Stockholder Group under the Related Documents;

(c) not acquire, agree to acquire or propose to acquire, in any manner, directly or indirectly, any subsidiary, asset or property of the Company with a value, individually or in the aggregate, in excess of $50 million, other than as otherwise may be agreed by the Company in advance; and

(d) not engage in or effect, directly or indirectly, or cause any other Person to engage or effect, directly or indirectly, any short sales or similar transactions with respect to the Class A Common Stock or any other Equity Security (to the extent clearly identifiable as Equity Securities);

provided , that in the event the Company publicly announces a definitive agreement to be acquired by a third party or the Board otherwise publicly announces an intention to sell the Company to a third party, then, subject in all respects to the provisions of the Ownership Limitation Waiver, no member of the Stockholder Group shall be restricted hereunder from making an offer to the Board to acquire the Company as a result of the provisions set forth in Section 3.3(a) , Section 3.3(b) or Section 3.3(c) .

Section 3.4 QH Obligations . QH hereby agrees that in the case of the obligations, liabilities or commitments created by or on behalf of any member of the Stockholder Group pursuant to any of Section 3.3, Section 4.1 , Section 5.1(k) , Section 6.6(b) and/or Section 7.4 of this Agreement, QH will, and/or will cause such member of the Stockholder Group to, perform, honor or pay any such obligation, liability or commitment in accordance with the terms of this Agreement.

ARTICLE 4

VOTING AGREEMENT

Section 4.1 Voting Arrangements .

(a) From and after the date of this Agreement, on any matter coming before the stockholders of the Company for a vote from time to time (whether at a meeting or by written consent), the Stockholder Group may vote at its discretion up to that number of Voting Securities that represents up to a maximum of 9.90% of the total votes entitled to be cast on such matter, irrespective of whether the Stockholder Group owns Voting Securities in excess of such amount on the relevant record date. With respect to any Voting Securities held by the Stockholder Group in excess of 9.90% of the total votes entitled to be cast on any matter coming before the stockholders of the Company for a vote from time to time (whether at a meeting or by written consent) (any such Voting Securities, “ Excess Voting Securities ”), the Stockholder Group shall vote such Excess Voting Securities (to the extent not already voted by the Board as proxy in accordance with Section 4.2 ), and such vote shall in any event be counted as if cast, in the same manner and proportion as the votes cast by the holders of Voting Securities other than the Stockholder Group.

(b) Notwithstanding Section 4.1(a) above, the Stockholder Group shall vote all Voting Securities Owned by it that are not Excess Voting Securities in favor of the election of each member of any slate of director nominees recommended by the Board.

(c) For the avoidance of doubt, if subsequent to the date of this Agreement any Voting Securities are (i) acquired by the Stockholder Group from the Company pursuant to the Top Up Rights, (ii) acquired by the Stockholder Group in the open market or otherwise, or (iii) issued by the Company to the Stockholder Group by reason of a stock dividend, stock split, consolidation, reclassification or similar transaction, then such Voting Securities shall be subject to the voting arrangements described in this Article 4 .

(d) In furtherance of this Section 4.1 , the Stockholder shall be, and shall cause each member of the Stockholder Group to be, present in person or represented by proxy at all meetings of stockholders to the extent necessary so that all Voting Securities of the Company as to which they are entitled to vote shall be counted as present for the purpose of determining the presence of a quorum at such meeting; provided , however , that the Stockholder, or any member of the Stockholder Group, shall not be required to be present or represented by proxy in the event a quorum would be satisfied in the absence of such Stockholder or member of the Stockholder Group.

(e) Notwithstanding any provision in this Agreement to the contrary, in the event of a breach by any member of the Stockholder Group of the voting arrangements described in this Article 4 , the Company shall be entitled to seek an injunction enjoining any such breach and requiring specific performance.

Section 4.2 Irrevocable Proxy Coupled With Interest .

(a) The Stockholder hereby irrevocably designates and appoints the Board as the Stockholder’s sole and exclusive attorney-in-fact and proxy, with full power of substitution and re-substitution, for and in the Stockholder’s name, to vote and exercise all voting and related rights (to the fullest extent the Stockholder is entitled to do so) with respect to the Excess Voting Securities in the same manner and proportion as the votes cast by the holders of Voting Securities other than the Stockholder, on any matter coming before the stockholders of the Company for a vote from time to time (whether at a meeting or by written consent).

(b) The irrevocable proxy and power of attorney granted by the Stockholder pursuant to this Section 4.2 is intended to be and shall be irrevocable to the full extent permitted by the Maryland General Corporation Law and is coupled with an interest sufficient in law to support an irrevocable power.

(c) For the avoidance of doubt, the Transfer of any Voting Securities by the Stockholder pursuant to Section 3.2 hereof shall be subject to such transferee providing its irrevocable proxy to the Company as provided in this Section 4.2 .

ARTICLE 5

RIGHT OF FIRST OFFER; ACCESS TO ADVICE AND EXPERTISE

Section 5.1 Right of First Offer .

(a) So long as the Stockholder Group is in Material Compliance, the Stockholder shall have a right of first offer (a “ ROFO Right ”) to invest with the Company as a

joint venture partner on all future real estate asset investments and/or mergers and acquisitions initiated by the Company (including individual properties, portfolios, or real estate companies) (each, an “ Investment Opportunity ”) for which the Company proposes to seek or otherwise include a joint venture partner. The Company shall present such Investment Opportunity to the Stockholder in accordance with the terms of this Article 5 and, upon the Stockholder’s election, the Company and the Stockholder shall work in good faith to conclude the joint venture agreement on the terms of the ROFO Notice described below (each, a “ Joint Venture ”) for the purpose of acquiring, owning, developing, managing and otherwise dealing with the applicable Investment Opportunity. The Company or its subsidiary will act as the general partner or manager of such ventures.

(b) For any potential Investment Opportunity subject to the ROFO Right, the Company will provide the Stockholder with a written notice (a “ ROFO Notice ”) consisting of an outline of the proposed Investment Opportunity, including the material economic, structural and legal terms being proposed (if known), and if requested, will provide the Stockholder (including its representatives and advisors) with access to any and all due diligence materials and other information about the proposed Investment Opportunity in the Company’s possession or to which the Company has access (to the extent the Company is legally permitted to provide such access), all of which will be subject to confidentiality obligations from the Stockholder (and its representatives and advisors) to the Company.

(c) The Stockholder will then have five (5) Business Days to reply by written notice (a “ ROFO Reply Notice ”) to the Company of its agreement to participate in the Investment Opportunity on the terms proposed, which ROFO Reply Notice will constitute the Stockholder’s and the Company’s irrevocable commitment to proceed promptly to conclude definitive documentation with respect to the Investment Opportunity and the formation of the Joint Venture on the terms proposed in the ROFO Notice, it being agreed that if the Stockholder and the Company, negotiating in good faith, do not agree on definitive documentation within the time which the Company reasonably determines is required to undertake the Investment Opportunity, then the Stockholder will be deemed to have declined to participate in the proposed Investment Opportunity.

(d) At the time the Stockholder submits a ROFO Reply Notice in accordance with Section 5.1(c) , the Stockholder may choose to limit its participation in any proposed Joint Venture such that the Stockholder’s ownership will not exceed a 49% fully diluted interest (including the Stockholder’s deemed ownership through ownership of the Company’s Class A Common Stock). At its discretion, the Company may choose to offer one or more other potential partners the opportunity to co-invest with the Company alongside the Stockholder to the extent of any remaining interests in the Joint Venture; provided , that the economic terms offered to such co-investors are not Materially Different (as defined below) than the economic terms offered to the Stockholder.

(e) The Company shall use commercially reasonable efforts to structure any Joint Venture in a manner that takes into account the tax considerations of the Stockholder, including, to the extent practicable, organizing such Joint Venture as a “domestically controlled qualified investment entity”, as defined in Section 897(h)(4)(B) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury regulations promulgated thereunder. Neither

party will be obligated to enter into any Joint Venture in connection with an Investment Opportunity with the other party, other than on mutually agreed terms in accordance with the procedures herein, and, in all cases, subject to tax, legal, regulatory and other due diligence.

(f) If (i) the Stockholder declines to participate in the proposed Investment Opportunity, (ii) the Stockholder does not submit a ROFO Reply Notice within the time period specified in Section 5.1(c) above, or (iii) after the Stockholder submits a ROFO Reply Notice, the Stockholder and the Company do not conclude definitive documentation within the time which the Company reasonably determines is required to undertake the Investment Opportunity, then the Company may proceed with third parties on such terms and conditions as the Company deems appropriate in its sole discretion; provided , that if the economic terms that the Company presents or intends to present to third parties with respect to such Investment Opportunity are, taken as a whole, Materially Different from those economic terms initially proposed to the Stockholder, then the Company must resubmit a ROFO Notice to the Stockholder. For purposes of this Section 5.1 , “ Materially Different ” economic terms means that, with respect to a third party investor, the overall transaction cost per unit of interest in the Investment Opportunity offered to such third party investor by the Company is less than 97.5% of the cost proposed to the Stockholder in the ROFO Notice.

(g) Expiration of ROFO Right.

(i) If the Stockholder and the Company shall not have consummated a Joint Venture transaction hereunder by the date that is the fifth (5 ^th ) anniversary of the Closing, then the ROFO Right shall terminate on such date, unless the Stockholder and the Company shall mutually agree otherwise;

(ii) If the Stockholder and the Company shall have consummated a Joint Venture transaction hereunder by the date that is the fifth (5 ^th ) anniversary of the Closing, then the ROFO Right shall be extended for a further thirty (30) months from such date; and

(iii) If the Stockholder and the Company shall have consummated a further Joint Venture transaction hereunder during such thirty (30) month extension period (if any), then the ROFO Right shall be extended for a further thirty (30) months from the end of such initial extension period, following which the ROFO Right shall terminate.

(h) Subject to any mutual agreement otherwise, each party shall bear its own costs and expenses with respect to the negotiation relating to a proposed Investment Opportunity.

(i) The ROFO Right shall apply only if the Company decides, in its sole and absolute discretion, to seek a joint venture partner on a particular Investment Opportunity. The ROFO Right shall not restrict the Company from pursuing, engaging in or acquiring any Investment Opportunity independently if the Company decides, in its sole and absolute discretion, not to seek a joint venture partner on such Investment Opportunity, or from pursuing, engaging in or acquiring an Investment Opportunity with a joint venture partner other than the Stockholder during any period of time that the exclusivity provisions described herein are not in

effect or as otherwise permitted by this Article 5 . For the avoidance of doubt, the Company may invest in, and the ROFO Right shall not apply to, any joint venture of any kind brought to the Company by a third party, and the Company shall be required to offer the Stockholder the opportunity to invest in such joint venture only if the Company decides, in its sole and absolute discretion, to seek a joint venture partner to share in its portion of such third party Investment Opportunity.

(j) Notwithstanding anything herein to the contrary and subject to Section 7.4 hereof, the Stockholder shall be entitled to invest in any Joint Venture for which it is eligible to invest pursuant to this Article 5 in its own capacity as well as through any member of the Stockholder Group, in which case it shall be deemed to be a Joint Venture between the Stockholder and the Company for all purposes of this Agreement; provided , for the avoidance of doubt, that nothing herein shall be deemed to give rise to more than one ROFO Right in any given instance, in such aggregate amount(s) and pursuant to such terms as would be applicable hereunder to the Stockholder individually.

(k) The Stockholder shall, and shall cause each member of the Stockholder Group and each of their respective officers, employees, partners, directors, managers, trustees and advisors to, (i) hold in confidence and trust any confidential and/or non-public information provided or attributable to, or learned by them, in connection with the ROFO Right, and (ii) not use any such confidential and/or non-public information for any purpose other than in connection with the ROFO Right, in each case unless otherwise required by law.

Section 5.2 For so long as the Stockholder Group maintains a fully diluted economic interest in the Company equal to the Initial Ownership Percentage (calculated assuming the full exercise and consummation of any pending Top Up Rights) and is in Material Compliance, the Company or one of its subsidiaries shall, upon reasonable request and advance notice, provide the Stockholder such advice and expertise as the Company may reasonably possess as same relates to current and future owned and managed real estate in New York City, New York, and other markets; provided , that neither the Company nor any of its subsidiaries shall be obligated to provide the Stockholder with any confidential or proprietary information, or provide advice or expertise if providing such advice or expertise presents a conflict of interest for the Company or the Company otherwise determines that providing such advice or expertise would conflict with any pre-existing obligations, agreements, fiduciary obligations or other commitments of or applicable to the Company or would violate applicable law.

ARTICLE 6

TAX-RELATED PROVISIONS

Section 6.1 Representations of the Company .

(a) The Company generally runs its business with the intent of generating the best returns for its investors over a long horizon.

(b) Since the effective date of its formation, the Company’s business model has at all times included generating returns in the nature of operating income and capital appreciation with a goal of generating the best returns for its investors, and the Company’s current intention is to continue to run its business in such a manner.

(c) The Company has no current intention to dispose of any assets that would generate capital gain dividends to its investors.

(d) The Board and senior management of the Company recognize, and seek to fulfill at all times, their responsibilities to all investors in all matters, including without limitation capital transactions, operation and disposition of assets, and payment of dividends.

Section 6.2 FIRPTA Capital Gains .

(a) Indemnity . In the event that the Company declares and pays dividends on the Class A Common Stock attributable to capital gain from the sale or exchange by the Company of United States real property interests within the meaning of Section 897(c) of the Code (the portion of such dividends that are so attributable, “ FIRPTA Capital Gain Dividends ”), then the Company shall be obligated to indemnify the Stockholder in an amount equal to any applicable U.S. federal and state income and branch profits tax actually paid by the Stockholder on account of such FIRPTA Capital Gain Dividends paid in respect of the Purchased Shares and any Top Up Shares; provided , that such indemnity obligation shall be applicable only to the extent (i) FIRPTA Capital Gain Dividends paid to the Stockholder in any one calendar year exceed 2.0% of the sum of (A) the Stockholder’s initial investment in the Class A Common Stock plus (B) the Stockholder’s total investment in any Top Up Shares purchased (such amount, the “ Applicable Investment ”), or (ii) FIRPTA Capital Gain Dividends paid to the Stockholder in the aggregate exceed 10.0% of the Stockholder’s Applicable Investment when combined with all prior FIRPTA Capital Gain Dividends paid by the Company to the Stockholder in respect of the then cumulative amount of the Stockholder’s Applicable Investment. For purposes of this Section 6.2 , the Stockholder’s investment in Purchased Shares shall mean the total amount paid by the Stockholder with respect to the acquisition of the Purchased Shares, and the Stockholder’s “total investment in any Top Up Shares purchased” shall be the total amount paid by the Stockholder with respect to the acquisition of Top Up Shares. For the avoidance of doubt, in no event shall the Company be obligated to indemnify the Stockholder for any penalties or interest paid by the Stockholder in connection with the Stockholder’s failure to timely pay any tax obligation.

(b) Additional Payment . If an indemnity amount is owed by the Company to the Stockholder under Section 6.2(a) above, then the amount paid by the Company to the Stockholder in respect of that claim shall be determined by taking into account the Stockholder’s percentage ownership of the Company on a fully diluted basis on the date the dividend is paid such that the payment to the Stockholder shall be increased to the extent necessary to ensure that the Stockholder does not effectively participate in paying the indemnity amount. For example, if the Stockholder then holds a 9.9% fully diluted interest in the Company on the date the dividend is paid and an indemnity payment of $100 is due to the Stockholder under Section 7.1(a) above, then the Company will pay the Stockholder approximately $110.99 such that the Stockholder receives $100 net of its percentage ownership interest in the Company.

(c) Exclusions . For the avoidance of doubt, FIRPTA Capital Gain Dividends paid on shares of Class A Common Stock acquired by the Stockholder in open market purchases

or otherwise not purchased from the Company will not be subject to the indemnity in Section 6.2(a) above and will not count towards the indemnity thresholds described in Section 6.2(a) above. Likewise, FIRPTA Capital Gain Dividends, “effectively connected income” within the meaning of Section 864(c) of the Code, or any other income paid or allocated to the Stockholder in its capacity as an investor in any Joint Venture will not be covered by the indemnity obligation described in Section 6.2(a) above.

(d) Termination . Notwithstanding the foregoing, the Company’s indemnification obligations provided in this Section 6.2 shall terminate and have no further force and effect beginning one (1) year following the date on which the sum of Purchased Shares and Top Up Shares (if any) then owned by Stockholder falls below 10.0% of the outstanding common shares of the Company; provided that if such percentage falls below 10% solely due to the issuance of additional securities by the Company that are subject to Top Up Rights, then the obligations provided in Section 6.2 shall not terminate to the extent the Stockholder delivers a Quarterly Top Up Exercise Notice and timely closes on its acquisition of Top Up Shares in an amount such that the sum of the Purchased Shares and Top Up Shares exceeds 10%.

Section 6.3 Notice of Tax Claims . If the Stockholder receives notice of any claim, demand, assessment (including a notice of proposed assessment) or other assertion with respect to U.S. federal or state income or branch profits tax that could give rise to an indemnity claim by the Stockholder under Section 6.2(a) above (a “ Tax Claim ”), then the Stockholder shall promptly notify the Company of such Tax Claim. The parties shall cooperate in good faith to resolve any such Tax Claims and/or to otherwise minimize any potential indemnity obligations in connection therewith. The Stockholder shall keep the Company reasonably informed of the progress of such Tax Claim. As a condition of the Company’s liability under Section 6.2(a) , the Company shall have the right to consent in advance to any settlement or agreement proposed to be made or entered into by the Stockholder with respect to a Tax Claim (such consent not to be unreasonably withheld).

Section 6.4 Procedural Matters .

(a) The Stockholder shall provide to the Company notice of any claim for indemnification under Section 6.2(a) within sixty (60) Business Days after the first date on which it becomes entitled to make such claim. Such notice shall include a description of the indemnification claim and a detailed calculation of the amount claimed.

(b) The Company shall make the claimed payment to the Stockholder within thirty (30) Business Days after receiving such notice, unless the Company reasonably disputes its liability for, or the amount of, such payment within such time period. The Company and the Stockholder shall attempt in good faith to resolve any disagreement regarding such payment. If the parties are unable to resolve such dispute prior to the date that is forty (40) Business Days following delivery by the Stockholder to the Company of the notice of such payment, the Company and the Stockholder shall retain the services of an accounting firm having a national reputation that is acceptable to the parties to resolve the dispute, with such resolution being final and binding upon the parties. The costs of such accounting firm shall be borne by the parties in the inverse proportion as to which they succeed on the merits of the dispute.

(c) A failure by the Stockholder to give notice as provided in Section 6.4(a) shall not relieve the Company’s indemnification obligations under Section 6.1(a) above, except to the extent that the Company shall have been actually prejudiced by such failure.

Section 6.5 Domestically Controlled Status .

(a) For so long as both (A) the Stockholder continues to Own any substantial portion of its initial investment in the Class A Common Stock and the Stockholder Group is in Material Compliance and (B) the Stockholder’s ownership of Class A Common Stock purchased from the Company would not be excluded from the definition of a U.S. real property interest under Section 897(c)(3), as modified by Section 897(k), of the Code, the Company shall:

(i) use its commercially reasonable efforts to comply with the Code, Treasury regulations, revenue procedures, notices or other guidance adopted after the date hereof by the Internal Revenue Service or United States Treasury so as to qualify as a “domestically controlled qualified investment entity” as defined in Section 897(h)(4)(B) of the Code and the Treasury regulations promulgated thereunder, including, without limitation:

(A) not issuing or selling shares of common stock to a foreign Person in a private transaction (excluding, for the avoidance of doubt, a bona fide, underwritten public offering), and

(B) not waiving the ownership limitation set forth in Section 7.2.1(a)(i)(1)-(2) of the Company’s Articles of Amendment and Restatement for any foreign Person,

which would in either case result in the Company no longer qualifying as a “domestically controlled qualified investment entity,” applying the rules of Section 897(h)(4)(E) of the Code and any Treasury regulations, administrative guidance or court rulings thereunder, for purposes of making such determination, which the parties hereto agree, absent a change in law, rule or regulation pursuant to such Code Section, shall require the Company to investigate only persons holding 5% or more of the Class A shares during the relevant testing period.

Section 6.6 Additional Tax-Related Provisions .

(a) Requirement to Mitigate . At the reasonable request of the Company and its representatives, the Stockholder shall consider such actions suggested by the Company to mitigate (i) any actual or potential tax liabilities which may form the basis of an indemnification claim under Section 6.2 and (ii) any actual or potential impediment to the Company’s ability to maintain and monitor its status as a “domestically controlled qualified investment entity” in connection with the covenant in Section 6.5 , including, in each case, structuring and holding its investment in the Company in a tax efficient manner; provided , that the Stockholder in its sole discretion may determine whether it can undertake any such mitigation efforts and shall have no obligation to disclose to the Company the details as to why any suggested mitigation efforts cannot be undertaken.

(b) Exclusive Remedy . The parties hereto agree and acknowledge that the provisions of this Article 6 (including the indemnity provided in Section 6.2 and the covenant provided in Section 6.5) constitute the sole and exclusive agreement and understanding between the parties with respect to tax protection, tax indemnities and the taxation of the Stockholder and each member of the Stockholder Group (other than as specifically set forth in the Securities Purchase Agreement) in connection with the Stockholder’s purchase, sale or ownership of Company Securities and the transactions contemplated by this Agreement and the Related Documents. Neither the Stockholder nor any other member of the Stockholder Group shall have any claim against the Company or its Affiliates for damages in connection with tax protection, tax indemnities and the taxation of the Stockholder or any other member of the Stockholder Group, including but not limited to any consequential, indirect, punitive or other similar damages, nor may the Stockholder or any other member of the Stockholder Group seek any equitable remedies such as specific performance, in connection with tax protection, tax indemnities and the taxation of the Stockholder or any other member of the Stockholder Group, other than as specifically set forth in this Article 6 and in the Securities Purchase Agreement.

Section 6.7 No Tax Representations . Other than as specifically set forth herein and in the Related Documents, the Company makes no representation or warranty to the Stockholder about any U.S. federal, state, local or foreign tax law, nor any representation or warranty regarding the tax consequences of being a stockholder in the Company or in regards to any of the transactions contemplated by this Agreement or the Related Documents.

ARTICLE 7

GENERAL PROVISIONS

Section 7.1 Termination . This Agreement shall automatically terminate at the later of (i) such time as each of the Stockholder’s rights hereunder have terminated pursuant to their terms and (ii) the date on which the Stockholder Group Owns less than 9.8% of the Class A Common Stock of the Company. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination.

Section 7.2 Notifications .

(a) The Stockholder shall promptly, but in any case within ten (10) Business Days, notify the Company in writing if the Stockholder Group ceases to own, in the aggregate, the Minimum Ownership Percentage.

(b) Upon request, the Stockholder shall, within ten (10) Business Days of such request, provide the Company in writing with details of its Ownership of Equity Securities and other Company Securities, as well as any certifications and other information as may be reasonably requested by the Company in order to confirm the parties’ rights pursuant to this Agreement.

Section 7.3 Material Compliance . For all purposes of this Agreement, the term “ Material Compliance ” by the Stockholder Group shall mean that the Stockholder Group, and

each member thereof, is in material compliance with its respective obligations and commitments under this Agreement; provided that (a) in the event that the Company determines that the Stockholder Group, or any member thereof, is in default of any of its respective obligations and commitments set forth in this Agreement, the Company shall promptly provide written notice (which may be in the form of facsimile or email transmission) of such default to the Stockholder, and (b) in the event that the Stockholder Group, or any member thereof, determines that it is in default of any of its respective obligations and commitments set forth in this Agreement, the Stockholder shall promptly provide written notice (which may be in the form of facsimile or email transmission) of such default to the Company; and provided , further that, except in the case of a default of the Stockholder’s and/or the Stockholder Group’s obligations and commitments under Article 3 or Article 4 hereof (for which no cure period will apply), the Stockholder Group, or the applicable member thereof, shall have thirty (30) days following the earlier of the Stockholder’s receipt of written notice pursuant to clause (a) or the Company’s receipt of written notice pursuant to clause (b) to cure such default, in which case the Stockholder Group shall be deemed, during such thirty (30)-day period, to be in “Material Compliance” hereunder.

Section 7.4 Stockholder Group Representative .

(a) The Stockholder and any and all members of the Stockholder Group who at any time and from time to time become party to this Agreement pursuant to Section 3.2 hereby irrevocably appoint the Stockholder to act as a representative for the benefit of the Stockholder Group, as the exclusive agent and attorney-in-fact to act on behalf of the Stockholder Group, in connection with and to facilitate the matters contemplated by this Agreement and the Related Documents, which shall include the power and authority:

(i) to execute and deliver any notices, documents or instruments required to be delivered hereunder by the Stockholder or the Stockholder Group;

(ii) to delegate Top Up Rights and ROFO Rights to one or more members of the Stockholder Group pursuant to Section 2.3(b) and Section 5.1(j) hereunder.

(iii) to enforce and protect the rights and interests of the Stockholder Group arising out of or under or in any manner relating to this Agreement and the Related Documents, and to take any and all actions which the Stockholder believes are necessary or appropriate under this Agreement for and on behalf of the Stockholder Group, including asserting or pursuing or defending any claim, action, proceeding or investigation by or against any member of the Stockholder Group; and

(iv) to make, execute, amend, waive (in whole or in part), acknowledge and deliver all such other agreements, documents, instruments or other writings, and, in general, to do any and all things and to take any and all actions that are necessary or proper or convenient in connection with or to carry out the matters contemplated by this Agreement;

provided , however , that to the extent that (i) the Stockholder transfers Class A Common Stock of the Company to other members of the Stockholder Group and (ii) the Stockholder no longer holds any Class A Common Stock of the Company, the Stockholder shall be entitled to resign as representative and agent and attorney-in-fact, and, to the extent the Stockholder resigns, the Stockholder and all members of the Stockholder Group shall appoint any other member of the Stockholder Group to which Class A Common Stock of the Company shall have been transferred to act as a representative for the benefit of the Stockholder Group and as the exclusive agent and attorney-in-fact to act on behalf of the Stockholder Group, in connection with and to facilitate the matters contemplated by this Agreement and the Related Documents (the Stockholder or any other member of the Stockholder Group acting in such capacity, the “ Stockholder Representative ”). The Stockholder shall provide the Company with written notice specifying the name, address and facsimile number of any new Stockholder Representative at least five (5) days prior to the effectiveness of the appointment of the new Stockholder Representative, and Schedule I of this Agreement shall be amended as appropriate to reflect the information contained in such notice. The new Stockholder Representative, when so duly appointed, shall, unless the context requires otherwise, be considered the “Stockholder” for all purposes of this Agreement, including with respect to any notices or other communications by, to or with the Company or its Affiliates in connection with this Agreement and the Related Documents.

(b) The Company shall have the right to rely upon all actions taken or omitted to be taken by the Stockholder pursuant to this Agreement and the Related Documents, all of which actions or omissions shall be legally binding upon the members of the Stockholder Group.

(c) The grant of authority provided for herein is coupled with an interest and shall survive the bankruptcy or liquidation of the Stockholder.

Section 7.5 Subsidiary Obligations . In the case of any obligation, liability or commitment of the Company created by this Agreement that would generally apply to or be understood as an obligation, liability or commitment of the Operating Partnership or other subsidiaries, the Company agrees in its capacity as general partner of the Operating Partnership or in its applicable capacity with respect of such other subsidiaries, to cause the Operating Partnership or such other subsidiaries to perform, honor or pay any such obligation, liability or commitment in accordance with the terms of this Agreement.

Section 7.6 Governing Law; Arbitration . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and shall be construed and interpreted in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. Any action or proceedings brought by a party to recover damages in respect of any disagreement or dispute in connection with this Agreement shall be submitted to and finally settled by arbitration in accordance with the rules and procedures of the American Arbitration Association, through its International Centre for Dispute Resolution before a panel of three arbitrators selected in accordance with such rules. The site of any such arbitration shall be Manhattan, New York, New York or such other place as the Company and the Stockholder shall agree at the time, and the proceedings shall be conducted in the English language. Any such arbitration award obtained pursuant to this clause shall be final

and binding on the parties. The parties undertake to carry out any award without delay, and the parties agree that judgment upon any such award may be entered by any court having jurisdiction over the matter or the relevant party or its assets. Notwithstanding the foregoing, the request by either party for injunctive relief or specific performance shall not be subject to arbitration and may be adjudicated only by the courts of the State of New York located in Manhattan, New York, New York, or the United States District Court of the Southern District of New York.

Section 7.7 Counterparts . This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided , that a signature delivered by facsimile, email pdf or other electronic form shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

Section 7.8 Headings . The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Section 7.9 Severability . If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Section 7.10 Entire Agreement; Amendments; Waiver . This Agreement and the Related Documents supersede all other prior oral or written agreements between the Stockholder, the Company, their affiliates and persons or entities acting on their behalf with respect to the matters discussed herein, and this Agreement and the Related Documents contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Stockholder makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Stockholder. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

Section 7.11 Notices . Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Empire State Realty Trust, Inc.

111 West 33 ^rd Street, 12 ^th Floor

New York, New York 10120

Attention: Thomas N. Keltner Jr. and Bart S. Goldstein

Facsimile: 212-986-7679

with a copy (for informational purposes only) to:

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, New York 10018

Attention: Yoel Kranz

Facsimile: 212-813-8831

If to the Stockholder or any of its transferees under Section 3.2 hereof, to its address and facsimile number set forth on Schedule 1 hereto, with copies (for informational purposes) to the Stockholder’s legal representatives as set forth on Schedule 1 hereto or to such other address for any of them as the Stockholder has specified by written notice given to the Company five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i) , (ii) or (iii) above, respectively. The Stockholder hereby appoints QIA Advisory (USA) Inc., 9 West 57th Street, 34th Floor, New York, NY 10019 as its agent for the service of process in the United States.

Section 7.12 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Stockholder. The Stockholder shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company, in which event such assignee shall be deemed to be the Stockholder hereunder with respect to such assigned rights and obligations; provided , however , that nothing in this Section 7.12 shall restrict the Stockholder’s ability to Transfer shares of Class A Common Stock to another member of the Stockholder Group pursuant to Section 3.2 hereof.

Section 7.13 No Third Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

Section 7.14 Further Assurances . Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 7.15 Specific Performance . In addition to the right to specific performance granted to the Company in Section 4.1(e) above, the parties acknowledge and agree that in the

event of a breach or threatened breach of its covenants hereunder, the harm suffered would not be compensable by monetary damages alone and, accordingly, in addition to other available legal or equitable remedies, each non-breaching party shall be entitled to apply for an injunction or specific performance with respect to such breach or threatened breach, without proof of actual damages (and without the requirement of posting a bond, undertaking or other security), and the Stockholder and the Company agree not to plead sufficiency of damages as a defense in such circumstances.

Section 7.16 Costs and Expenses . All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses, whether or not any of the transactions contemplated hereby are consummated.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF , the parties hereto have caused this Stockholders Agreement to be duly executed as of the date first above written.


EMPIRE STATE REALTY TRUST, INC.

By:		/s/ David A. Karp
Name:		David A. Karp
Title:		Executive Vice President and Chief Financial Officer

Q REIT HOLDING LLC

By:		/s/ Ahmad Al-Khanji
Name:		Ahmad Al-Khanji
Title:		Director

QATAR HOLDING LLC

(solely for the purpose of Section 3.4 hereof)

By:		/s/ Abdulla Bin Mohammed Bin Saud Al-Thani
Name:		Abdulla Bin Mohammed Bin Saud Al-Thani
Title:		Chairman & CEO

[Signature Page to Stockholders Agreement]

SCHEDULE 1


(1)	(2)	(3)	(4)
Stockholder	Address, Facsimile Number and Jurisdiction	Number of Purchased Shares	Legal Representative’s Address and Email
Q REIT Holding LLC	Ooredoo Tower, Diplomatic Area Street West Bay, Doha P.O. Box 23224, Qatar Facsimile: 974 4459 5990	29,610,854	White & Case LLP 1155 Avenue of the Americas New York, New York 10036 Attention: Oliver Brahmst Email: obrahmst@whitecase.com

Exhibit 10.2

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

BETWEEN

EMPIRE STATE REALTY TRUST, INC.

AND

Q REIT HOLDING LLC

Dated as of August 23, 2016

TABLE OF CONTENTS


		Page
ARTICLE 1 DEFINED TERMS			1

Section 1.1	Defined Terms		1
Section 1.2	Table of Defined Terms		3

ARTICLE 2 SHELF REGISTRATION			3

Section 2.1	Shelf Registration		3
Section 2.2	Effectiveness		4
Section 2.3	Notification and Distribution of Materials		4
Section 2.4	Amendments and Supplements		4
Section 2.5	New York Stock Exchange		4
Section 2.6	Notice of Certain Events		5

ARTICLE 3 SUSPENSION OF REGISTRATION REQUIREMENTS; SALES RESTRICTIONS			6

Section 3.1	Suspension of Registration Requirements		6
Section 3.2	Restriction on Sales		6
Section 3.3	Market Stand-Off		7

ARTICLE 4 INDEMNIFICATION			8

Section 4.1	Indemnification by the Company		8
Section 4.2	Indemnification by the Holder		8
Section 4.3	Notices of Claims, etc.		9
Section 4.4	Indemnification Payments		10
Section 4.5	Contribution		10

ARTICLE 5 TERMINATION; SURVIVAL			10

Section 5.1	Termination; Survival		10

ARTICLE 6 MISCELLANEOUS			11

Section 6.1	Covenants Relating to Rule 144		11
Section 6.2	No Conflicting Agreements		11
Section 6.3	Additional Shares		11
Section 6.4	Governing Law; Arbitration		11
Section 6.5	Counterparts		12
Section 6.6	Headings		12
Section 6.7	Severability		12
Section 6.8	Entire Agreement; Amendments; Waiver		12
Section 6.9	Notices		12
Section 6.10	Successors and Assigns		13
Section 6.11	No Third Party Beneficiaries		14
Section 6.12	Further Assurances		14
Section 6.13	Specific Performance		14
Section 6.14	Costs and Expenses		14

REGISTRATION RIGHTS AGREEMENT

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 ”).

WHEREAS , the Holder wishes to purchase, and the Company wishes to issue, that aggregate number of shares of the Company’s Class A common stock, par value $0.01 per share (the “ Common Stock ”), set forth opposite the Holder’s name in column (3) on Schedule 1 hereto (the “ Purchased Shares ”), upon the terms and conditions set forth in that certain Securities Purchase Agreement, of even date herewith (the “ Purchase Agreement ”), relating to the Purchased Shares.

WHEREAS , the Holder and the Company are also entering into a Stockholders Agreement, an Ownership Limitation Waiver and related Purchaser Representation Letter, each of even date herewith (such agreements and documents, together with the Purchase Agreement, the “ Related Documents ”);

WHEREAS , the Company desires to enter into this Agreement with the Holder in order to grant the Holder the registration rights contained herein.

ARTICLE 1

DEFINED TERMS

Section 1.1 Defined Terms . The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“ Automatic Shelf Registration Statement ” means an “Automatic Shelf Registration Statement,” as defined in Rule 405 under the Securities Act.

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to be closed.

“ Commission ” means the U.S. Securities and Exchange Commission.

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended (or any corresponding provision of succeeding law) and the rules and regulations thereunder.

“ Person ” means any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or other governmental or legal entity.

“ Prospectus ” means the prospectus or prospectuses included in any Registration Statement (including without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference or deemed to be incorporated by reference in such prospectus or prospectuses.

“ Registrable Shares ” with respect to the Holder, means at any time (i) the Purchased Shares, (ii) any Top Up Shares acquired from time to time pursuant to the Stockholders Agreement, and (iii) any other shares of Common Stock acquired by the Holder from time to time not in excess of, or ownership of fully diluted economic interests in the Company in violation of, a restriction or limit on such ownership as set forth in any of the Related Documents, including, in each case, any additional shares of Common Stock or other equity securities issued as a dividend or distribution on, in exchange for, or otherwise in respect of, shares that otherwise constitute Registrable Shares (including as a result of combinations, recapitalizations, mergers, consolidations, reorganizations or otherwise); provided , however , that Registrable Shares shall cease to be Registrable Shares with respect to the Holder upon the earliest to occur of (A) when such Registrable Shares shall have been disposed of pursuant to a Registration Statement, (B) when all of the Holder’s Registrable Shares may be sold without restriction pursuant to Rule 144(b) under the Securities Act or any replacement rule or (C) when the Holder’s Registrable Shares shall have ceased to be outstanding.

“ Registration Expenses ” means any and all expenses incident to the performance of or compliance with this Agreement, which shall be borne by the Company as provided below, including without limitation: (i) all registration and filing fees, (ii) printing expenses, (iii) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) the fees and expenses incurred in connection with the listing of the Registrable Shares, (v) the fees and disbursements of legal counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company, and any transfer agent and registrar fees and (vi) the reasonable fees and expenses of any special experts retained by the Company; provided , however , that “Registration Expenses” shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, commissions, or taxes (including transfer taxes) attributable to the sale of securities by the Holder, or any legal fees and expenses of counsel to the Holder and any underwriter engaged by Holder or any other expenses incurred in connection with the performance by the Holder of their obligations under the terms of this Agreement.

“ Registration Statement ” means any registration statement of the Company filed with the Commission under the Securities Act which covers any of the Registrable Shares pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference or deemed to be incorporated by reference in such Registration Statement.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended (or any corresponding provision of succeeding law) and the rules and regulations thereunder.

“ Stockholders Agreement ” means that certain Stockholders Agreement, of even date herewith, by and between the Company and the Holder.

“ Top Up Shares ” shall have the meaning given to such term in the Stockholders Agreement.

Section 1.2 Table of Defined Terms . Terms that are not defined in Section 1.1 have the respective meanings set forth in the following Sections:


Defined Term		S ECTION N O .
Agreement		Preamble
Common Stock		Recitals
Company		Preamble
Company Offering		Section 3.2(b)
Controlling Person		Section 4.1
Holder		Preamble
Liabilities		Section 4.1(a)
Offering Blackout Period		Section 3.2(b)
Purchase Agreement		Recitals
Purchased Shares		Recitals
Related Documents		Recitals
Suspension Event		Section 3.1(b)

ARTICLE 2

SHELF REGISTRATION

Section 2.1 Shelf Registration . The Company agrees to use commercially reasonable efforts to file, on or before the date that is 180 days after the date of this Agreement, with the Commission a Registration Statement on an appropriate form (which shall be, if the Company is then eligible, an Automatic Shelf Registration Statement) providing for the registration of, and the sale by Holder of, all of the Registrable Shares held by the Holder at the time of such filing on a continuous or delayed basis by the Holder, from time to time in accordance with the methods of distribution elected by the Holder, pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the Commission; provided , however , that the number of shares of Registrable Securities included in the Registration Statement at any time may not exceed 9.9% of the fully diluted economic interests (as such term is defined in the Stockholders Agreement) in the Company. If the Registration Statement is not an Automatic Shelf Registration Statement, the Company will use commercially reasonable efforts to cause the Registration Statement to be declared effective by the Commission as soon as practicable after

the filing thereof. To the extent that the Company has an effective shelf registration statement on file and effective with the Commission at the time it is going to file a Registration Statement hereunder, the Company may (but will not be required to) instead file a prospectus or post-effective amendment, as applicable, to include in such shelf registration statement the Registrable Shares to be registered pursuant to this Agreement (in such a case, such prospectus or post-effective amendment together with the previously filed shelf registration statement will be considered the Registration Statement).

Section 2.2 Effectiveness . The Company shall use commercially reasonable efforts to keep the Registration Statement continuously effective (or in the event the Registration Statement expires pursuant to Rule 415(a)(5) under the Securities Act, file a replacement Registration Statement and keep such replacement Registration Statement effective) for the period beginning on the date on which the Registration Statement is declared or becomes effective and ending on the date that no Registrable Shares remain as Registrable Shares.

Section 2.3 Notification and Distribution of Materials . The Company shall notify the Holder of the effectiveness of any Registration Statement applicable to the Purchased Shares and shall furnish to the Holder such number of copies of such Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements, if any) and any documents incorporated by reference in such Registration Statement or such other documents as the Holder may reasonably request in order to facilitate the sale of the Registrable Shares in the manner described in such Registration Statement.

Section 2.4 Amendments and Supplements . During the period that the Registration Statement is effective, the Company shall prepare and file with the Commission from time to time such amendments and supplements to the Registration Statement and Prospectus used in connection therewith as may be necessary to keep such Registration Statement (or a successor Registration Statement filed with respect to such Registrable Shares) effective and to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Shares covered thereby. Upon reasonable request of the Holder, the Company shall use its commercially reasonable efforts to file, within twenty (20) Business Days, any supplement or post-effective amendment to the Registration Statement with respect to the plan of distribution as specified by the Holder, to add Registrable Shares to the Registration Statement as a result of the issuance of Top Up Shares pursuant to the Stockholders Agreement, or as is otherwise reasonably necessary to permit the sale of the Holder’s Registrable Shares pursuant to such Registration Statement; provided , that the Holder may not make more than two (2) such requests for the Company to file a supplement or post-effective amendment to the Registration Statement in any 12-month period. The Company shall use its commercially reasonable efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing. The Holder agrees to deliver such notices, questionnaires and other information as the Company may reasonably request in writing, if any, to the Company at least fifteen (15) Business Days prior to the anticipated filing or effective date, as applicable, of any supplement or post-effective amendment to the Registration Statement.

Section 2.5 New York Stock Exchange . The Company shall file any necessary listing applications or amendments to the existing applications to cause the Registrable Shares

registered under any Registration Statement to be then listed or quoted on the New York Stock Exchange or such other primary exchange or quotation system on which the Common Stock is then listed or quoted.

Section 2.6 Notice of Certain Events .

(a) The Company shall promptly notify the Holder in writing of the filing of any Registration Statement or Prospectus, amendment or supplement related thereto or any post-effective amendment to a Registration Statement and the effectiveness of any post-effective amendment, provided , however , that this Section 2.6(a) shall not apply to (i) an amendment or supplement relating solely to securities other than the Registrable Shares, and (ii) an amendment or supplement by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, a Proxy Statement on Schedule 14A, a Current Report on Form 8-K or a Registration Statement on Form 8-A or any amendments thereto filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into a Registration Statement or Prospectus.

(b) At any time when a Prospectus relating to a Registration Statement is required to be delivered under the Securities Act by the Holder to a transferee, the Company shall immediately notify the Holder of the happening of any event as a result of which the Company believes the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In such event, the Company shall promptly prepare and, if applicable, furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of Registrable Shares sold under the Prospectus, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall, if necessary, promptly amend the Registration Statement of which such Prospectus is a part to reflect such amendment or supplement. The Holder agrees that, upon receipt of any notice from the Company of the occurrence of an event as set forth above, the Holder will forthwith discontinue disposition of Registrable Shares pursuant to any Registration Statement covering such Registrable Shares until the Holder’s receipt of written notice from the Company that the use of the Registration Statement may be resumed. The Holder also agrees that it will treat as confidential the receipt of any notice from the Company of the occurrence of an event as set forth above and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement.

ARTICLE 3

SUSPENSION OF REGISTRATION

REQUIREMENTS; SALES RESTRICTIONS

Section 3.1 Suspension of Registration Requirements .

(a) The Company shall promptly notify the Holder in writing of the issuance by the Commission or any state instrumentality of any stop order suspending the effectiveness of a Registration Statement with respect to the Holder’s Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use its reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such a Registration Statement as promptly as practicable after the issuance thereof.

(b) Notwithstanding anything to the contrary set forth in this Agreement, the Company’s obligation under this Agreement to file, amend or supplement a Registration Statement, or to cause a Registration Statement, or any filings under any state securities laws, to become or remain effective shall be suspended, as the Company may reasonably determine necessary and advisable (but in no event for more than an aggregate of 120 days in any rolling 12-month period commencing on the date of this Agreement or more than 60 consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Registration Statement effective after the Company has used all commercially reasonable efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) in the event of pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that (i) would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality, or (ii) render the Company unable to comply with Commission requirements, or (iii) would otherwise make it impractical or unadvisable to cause the Registration Statement or such filings to be filed, amended or supplemented or to become effective (any such circumstances being hereinafter referred to as a “ Suspension Event ”). The Company shall notify the Holder of the existence of any Suspension Event by promptly delivering to the Holder a certificate signed by an executive officer of the Company stating that a Suspension Event has occurred and is continuing. The Holder agrees that it will treat as confidential the receipt of any notice from the Company of the occurrence of an event as set forth above and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement.

Section 3.2 Restriction on Sales .

(a) The Holder agrees that, following the effectiveness of any Registration Statement relating to its Registrable Shares, the Holder will not effect any dispositions of any of the Purchased Shares pursuant to such Registration Statement or any filings under any state securities laws at any time after the Holder has received notice from the Company to suspend dispositions as a result of the occurrence or existence of any Suspension Event or so that the Company may correct or update the Registration Statement or such filing. The Holder will maintain the confidentiality of any information included in the written notice delivered by the Company unless otherwise required by law or subpoena. The Holder may recommence effecting dispositions of the Purchased Shares pursuant to the Registration Statement or such filings, and all other obligations which are suspended as a result of a Suspension Event shall no longer be so suspended, following further notice to such effect from the Company, which notice shall be given by the Company promptly after the conclusion of any such Suspension Event.

(b) The Holder of Registrable Shares further agrees, if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering (each, a “ Company Offering ”), not to effect any disposition of any of the Purchased Shares during the period (the “ Offering Blackout Period ”) beginning upon receipt by the Holder of written notice from the Company, but in any event no earlier than the fifteenth (15th) day preceding the anticipated date of pricing of such Company Offering, and ending no later than ninety (90) days after the closing date of such Company Offering. Such Offering Blackout Period notice shall be in writing in the form reasonably satisfactory to the Company and the managing underwriter or underwriters. The Holder will maintain the confidentiality of any information included in such notice delivered by the Company unless otherwise required by law or subpoena.

Section 3.3 Market Stand-Off .

(a) The Holder hereby agrees that (for so long as the Holder files Forms 3, 4 or 5 in accordance with Section 16 of the Exchange Act (or similar successor forms established by the Commission) solely in its capacity as a stockholder of the Company) it shall not, directly or indirectly sell, offer to sell (including without limitation any short sale), pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any Registrable Shares or other Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock then owned by the Holder for up to 60 days following the date of an underwriting agreement with respect to an underwritten public offering of the Company’s securities; provided , however , that:

(i) all officers and directors of the Company then holding Common Stock or securities convertible into or exchangeable or exercisable for Common Stock enter into similar agreements for not less than the entire time period required of the Holder hereunder; and

(ii) the Holder shall be allowed any concession or proportionate release allowed to any (A) officer, (B) director or (C) other holder of the Company’s Common Stock that entered into similar agreements (with such proportion being determined by dividing the number of shares being released with respect to such officer, director or other holder of the Company’s Common Stock by the total number of issued and outstanding shares held by such officer, director or holder).

(b) In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 3.3 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of the Holder (and the securities of every other Person subject to the foregoing restriction) until the end of such period.

ARTICLE 4

INDEMNIFICATION

Section 4.1 Indemnification by the Company . The Company agrees to indemnify and hold harmless the Holder, and the officers, directors, stockholders, members, managers, partners, trustees, employees, representatives and agents of the Holder, and each Person (a “ Controlling Person ”), if any, who controls (within the meaning of Section 15(a) of the Securities Act or Section 20(a) of the Exchange Act) any of the foregoing Persons, as follows (to the fullest extent permitted by applicable law):

(a) from and against any and all cost, loss, liability, obligation, claim, damage, judgment, award, actions, other liabilities and expense whatsoever (the “ Liabilities ”), as incurred by any of them, arising out of or in connection with (A) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto) pursuant to which Registrable Shares were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom at such date of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(b) from and against any and all Liabilities, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4.4 below) any such settlement is effected with the prior written consent of the Company; and

(c) from and against any and all legal or other expenses whatsoever, as incurred (including the reasonable fees and disbursements of one counsel chosen by any indemnified party, at standard rates not in excess of those paid by such indemnified party in the ordinary course of its business), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above;

provided , however , that this indemnity agreement shall not apply to any Liabilities to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Holder expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto).

Section 4.2 Indemnification by the Holder . The Holder agrees to indemnify and hold harmless the Company, and the officers, directors, stockholders, members, partners, managers, employees, trustees, executors, representatives and agents of the Company, and each of their respective Controlling Persons, to the fullest extent permitted by applicable law, from and against any and all Liabilities described in the indemnity contained in Section 4.1 hereof, as

incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to the Holder furnished to the Company by the Holder expressly for use in the Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided , however , that the Holder shall not be liable for any claims hereunder in excess of the amount of net proceeds (after deducting underwriters’ discounts and commissions) received by the Holder from the sale of Registrable Shares pursuant to such Registration Statement.

Section 4.3 Notices of Claims, etc. . Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder unless the indemnifying party is actually materially prejudiced as a result thereof, and in such case, only to the extent of such prejudice, and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate therein at its own expense and, to the extent that it shall wish, assume the defense of such action; provided , however , that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. Notwithstanding the indemnifying party’s rights in the immediately preceding sentence, the indemnified party shall have the right to employ its own counsel (in addition to any local counsel), and the indemnifying party shall bear the reasonable fees, costs, and expenses of such separate counsel if (a) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (b) actual or potential defendants in, or targets of, any such proceeding include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be legal defense available to it and/or other indemnified parties which are different from or additional to those available to the indemnified party; (c) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of the institution of such proceeding; or (d) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. In no event shall the indemnifying party or parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification or contribution could be sought under this Article 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Section 4.4 Indemnification Payments . If at any time an indemnified party shall have requested an indemnifying party consent to any settlement of the nature contemplated by Section 4.1(b) , such indemnifying party agrees that it shall be liable for such settlement, including any such related fees and expenses of counsel, effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have responded to such indemnified party in accordance with such request prior to the date of such settlement.

Section 4.5 Contribution .

(a) If the indemnification provided for in this Article 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any Liabilities referred to therein, then each indemnifying party shall contribute to the aggregate amount of such Liabilities incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holder on the other hand in connection with the statements or omissions which resulted in such Liabilities, as well as any other relevant equitable considerations.

(b) The relative fault of the Company on the one hand and the Holder on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Holder and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(c) The Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Section 4.5 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Article 4 . The aggregate amount of Liabilities incurred by an indemnified party and referred to above in this Article 4 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

(d) No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

ARTICLE 5

TERMINATION; SURVIVAL

Section 5.1 Termination; Survival . The rights of the Holder under this Agreement shall terminate upon the earlier of the date (i) that all of the Registrable Shares cease to be

Registrable Shares, or (ii) the Holder ceases to beneficially own the Minimum Ownership Percentage (as such term is defined in the Stockholders Agreement). Notwithstanding the foregoing, the obligations of the parties under Section 3.3 , Article 4 and Article 6 of this Agreement shall remain in full force and effect following such time .

ARTICLE 6

MISCELLANEOUS

Section 6.1 Covenants Relating to Rule 144 . For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder. If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of the Holder of Registrable Shares (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act and it will take such further action as the Holder of Registrable Shares may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable the Holder to sell its Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the Commission. Upon the request of the Holder of Registrable Shares, the Company will deliver to the Holder a written statement as to whether it has complied with such requirements and of the Securities Act and the Exchange Act, a copy of the most recent annual and quarterly report(s) of the Company, and such other reports, documents or stockholder communications of the Company, and take such further actions consistent with this Section 6.1 , as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such Registrable Shares without registration.

Section 6.2 No Conflicting Agreements . The Company has not entered into and the Company will not after the date of this Agreement enter into any agreement which conflicts with the rights granted to the Holders of Registrable Shares pursuant to this Agreement or otherwise conflicts with the provisions of this Agreement. The rights granted to the Holders hereunder do not and will not for the term of this Agreement in any way conflict with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements.

Section 6.3 Additional Shares . The Company, at its option, may register, under any Registration Statement and any filings under any state securities laws filed pursuant to this Agreement, any number of unissued, treasury or other Common Stock of or owned by the Company and any of its subsidiaries or any Common Stock or other securities of the Company owned by any other security holder or security holders of the Company.

Section 6.4 Governing Law; Arbitration . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and shall be

construed and interpreted in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. Any action or proceedings brought by a party to recover damages in respect of any disagreement or dispute in connection with this Agreement shall be submitted to and finally settled by arbitration in accordance with the rules and procedures of the American Arbitration Association, through its International Centre for Dispute Resolution before a panel of three arbitrators selected in accordance with such rules. The site of any such arbitration shall be Manhattan, New York, New York or such other place as the Company and the Holder shall agree at the time, and the proceedings shall be conducted in the English language. Any such arbitration award obtained pursuant to this clause shall be final and binding on the parties. The parties undertake to carry out any award without delay, and the parties agree that judgment upon any such award may be entered by any court having jurisdiction over the matter or the relevant party or its assets. Notwithstanding the foregoing, the request by either party for injunctive relief or specific performance shall not be subject to arbitration and may be adjudicated only by the courts of the State of New York located in Manhattan, New York, New York, or the United States District Court of the Southern District of New York.

Section 6.5 Counterparts . This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided , that a signature delivered by facsimile, email pdf or other electronic form shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

Section 6.6 Headings . The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Section 6.7 Severability . If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Section 6.8 Entire Agreement; Amendments; Waiver . This Agreement and the Related Documents supersede all other prior oral or written agreements between the Holder, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the Related Documents contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Holder makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Holder. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

Section 6.9 Notices . Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,

when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Empire State Realty Trust, Inc.

111 West 33 ^rd Street, 12 ^th Floor

New York, New York 10120

Attention: Thomas N. Keltner Jr. and Bart S. Goldstein

Facsimile: 212-986-7679

with a copy (for informational purposes only) to:

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, New York 10018

Attention: Yoel Kranz

Facsimile: 212-813-8831

If to the Holder, to its address and facsimile number set forth on Schedule 1 hereto, with copies (for informational purposes) to the Holder’s representatives as set forth on Schedule 1 hereto and to such other address and/or facsimile number and/or to the attention of such other Person as the Holder has specified by written notice given to the Company five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i) , (ii) or (iii) above, respectively. The Holder hereby appoints QIA Advisory (USA) Inc., 9 West 57th Street, 34th Floor, New York, NY 10019 as its agent for the service of process in the United States.

Section 6.10 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Holder. The Holder shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company, in which event such assignee shall be deemed to be the Holder hereunder with respect to such assigned rights and obligations. Notwithstanding the above, nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Shares in violation of the terms of the Purchase Agreement or the other Related Documents. If any transferee of the Holder shall acquire Registrable Shares, in any manner, whether by operation of law or otherwise, such Registrable Shares shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Shares such Person shall be conclusively deemed to have agreed to be bound by and to perform all of

the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement and the other Related Documents, and such Person shall be entitled to receive the benefits hereof.

Section 6.11 No Third Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person other than as expressly set forth in Article 4 and this Section 6.11 .

Section 6.12 Further Assurances . Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 6.13 Specific Performance . The parties acknowledge and agree that in the event of a breach or threatened breach of its covenants hereunder, the harm suffered would not be compensable by monetary damages alone and, accordingly, in addition to other available legal or equitable remedies, each non-breaching party shall be entitled to apply for an injunction or specific performance with respect to such breach or threatened breach, without proof of actual damages (and without the requirement of posting a bond, undertaking or other security), and the Holder and the Company agree not to plead sufficiency of damages as a defense in such circumstances.

Section 6.14 Costs and Expenses . The Company shall bear all Registration Expenses incurred in connection with the registration of the Registrable Shares pursuant to this Agreement and the Company’s performance of its other obligations under the terms of this Agreement. The Holder shall bear all underwriting fees, discounts, commissions, or taxes (including transfer taxes) attributable to the sale of securities by the Holder, or any legal fees and expenses of counsel to the Holder and any underwriter engaged by Holder and all other expenses incurred in connection with the performance by the Holder of their obligations under the terms of this Agreement. All other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses, whether or not any of the transactions contemplated hereby are consummated.

[Signature Page Follows]

IN WITNESS WHEREOF, the Holder and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.


EMPIRE STATE REALTY TRUST, INC.

By:		/s/ David A. Karp
Name:		David A. Karp
Title:		Executive Vice President and Chief
		Financial Officer

Q REIT HOLDING LLC

By:		/s/ Ahmad Al-Khanji
Name:		Ahmad Al-Khanji
Title:		Director

[Signature Page to Registration Rights Agreement]

SCHEDULE 1


(1)	(2)	(3)	(4)
Holder	Address, Facsimile Number and Jurisdiction	Number of Purchased Shares	Legal Representative’s Address and Email
Q REIT Holding LLC	Ooredoo Tower, Diplomatic Area Street, West Bay, Doha P.O. Box 23224, Qatar Facsimile: 974 4459 5990	29,610,854	White & Case LLP 1155 Avenue of the Americas New York, New York 10036 Attention: Oliver Brahmst Email: obrahmst@whitecase.com

Schedule 1

Exhibit 99.1

LOGO

EMPIRE STATE REALTY TRUST ANNOUNCES $622 MILLION INVESTMENT

BY QATAR INVESTMENT AUTHORITY

New York, New York, August 23, 2016— Empire State Realty Trust, Inc. (NYSE: ESRT) (“Empire State Realty Trust” or the “Company”), a real estate investment trust with office and retail properties in Manhattan and the greater New York metropolitan area, today announced that an affiliate of Qatar Investment Authority (“QIA”) has acquired a 9.9% interest in the Company on a fully diluted basis (currently 19.4% ownership of Class A shares) through a new $622 million investment.

John B. Kessler, Empire State Realty Trust’s President and Chief Operating Officer, stated, “We welcome QIA as an ESRT shareholder and see their investment as an endorsement of ESRT’s strategy, team and portfolio of irreplaceable assets. We continue to plan for the future, now with more capital and one of the most sophisticated and reliable real estate investors in the world as our partner. As we continue our internal growth strategy execution, added strength and flexibility in our balance sheet expand our capacity to take advantage of opportunities through external growth.”

David A. Karp, Empire State Realty Trust’s Executive Vice President and Chief Financial Officer, added, “From inception, we have made clear that we are committed to the long term for our capital structure and flexibility for the future. With the recent expansion of the Company’s unsecured revolving credit facility to $1.1 billion and now this addition of QIA’s equity investment, our ability to drive long-term value for all ESRT shareholders is further enhanced.”

Investment Details

QIA purchased 29,610,854 newly issued Class A common shares of Empire State Realty Trust at $21.00 per share, equivalent to a 9.9% economic and voting interest in the Company on a fully diluted basis.

QIA’s entire 9.9% Company interest is in Class A shares which represents a 19.4% ownership of Class A shares; however, QIA can only vote shares equivalent to 9.9% of all voting securities, with the balance of their shares to be voted by ESRT in accord with the votes of all other voting securities.

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Additional information relating to the investment agreements can be found in a current report on Form 8-K that will be filed with the U.S. Securities and Exchange Commission.

Anthony E. Malkin, Chairman and CEO, Empire State Realty Trust said, “Our relationship with QIA is a great fit for ESRT. We look forward to a long and mutually beneficial relationship.”

Advisors

Darcy Stacom of CBRE Group introduced QInvest to the Company. Goldman, Sachs & Co. and Eastdil Secured acted as financial advisors to the Company. Goodwin Procter, Proskauer Rose, and Clifford Chance U.S. acted as the Company’s legal counsel. QInvest acted as financial advisor to QIA while White & Case acted as the QIA legal counsel.

About Empire State Realty Trust

Empire State Realty Trust, Inc. (NYSE: ESRT), a leading real estate investment trust (REIT), owns, manages, operates, acquires and repositions office and retail properties in Manhattan and the greater New York metropolitan area, including the Empire State Building, the world’s most famous building. Headquartered in New York, New York, the Company’s office and retail portfolio covers 10.1 million rentable square feet, as of June 30, 2016, consisting of 9.4 million rentable square feet in 14 office properties, including nine in Manhattan, three in Fairfield County, Connecticut and two in Westchester County, New York; and approximately 720,000 rentable square feet in the retail portfolio.

About Qatar Investment Authority

Qatar Investment Authority was founded by the State of Qatar in 2005 following the vision of HH Sheikh Hamad bin Khalifa Al Thani to strengthen the country’s economy by diversifying into new asset classes. Building on the heritage of Qatar investments dating back more than three decades, its growing portfolio of long-term investments help complement the state’s huge wealth in natural resources.

Headquartered in Doha, and now with a subsidiary in New York called Qatar Investment Authority Advisory (US) Inc., QIA is structured to operate at the very highest levels of global investing. As a world class investor, QIA adheres to the strictest financial and commercial disciplines. It has a strong track record of investing in different asset classes, including listed securities, property, alternative assets and private equity in all the major capital markets as well as the newer emerging markets.

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For more information, please visit www.qia.qa.

Forward-Looking Statements

This press release includes “forward looking statements”. Forward-looking statements may be identified by the use of words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates,” “contemplates,” “aims,” “continues,” “would” or “anticipates” or the negative of these words and phrases or similar words or phrases. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: the factors included in (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, including those set forth under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and “Properties” and (ii) in future periodic reports filed by the Company under the Securities and Exchange Act of 1934, as amended. While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, or new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. For a further discussion of these and other factors that could impact the Company’s future results, performance or transactions, see the section entitled “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2015, and other risks described in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission. Prospective investors should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company (or to third parties making the forward-looking statements).

Contact:

Investors

Empire State Realty Trust Investor Relations

(212) 850-2678

IR@empirestaterealtytrust.com