Common use of Changes to Form Agreements Clause in Contracts

Changes to Form Agreements. Owner agrees and confirms that the terms of the OP Units and Common Stock and the Consent Solicitation are not final and may be modified depending on the prevailing market conditions at the time of the IPO. By executing this Agreement, Owner hereby authorizes the Company or the Operating Partnership to, and understands and agrees that the Company or the Operating Partnership may make changes (including changes that may be deemed material) to the Consent Solicitation, and Owner agrees to receive OP Units, shares of Common Stock and/or cash, as the case may be, with such final terms and conditions as the Operating Partnership and the Company shall determine, provided that such changes do not affect Owner in a manner materially different from the Contributing Entities. In addition, Owner acknowledges that (a) it understands that the information presented in the Consent Solicitation and the attachments thereto will be preliminary and is subject to change (particularly management’s discussion and analysis of financial condition and results of operation, the financial statements and footnotes thereto, the preliminary pro forma financial statements and footnotes thereto, the property information, the IPO Price and the assumed range of shares estimated to be offered in the IPO) in connection with the completion of the audit, the review and comments of the SEC and the investor feedback received during the course of the IPO, (b) the Consolidation Transactions may be consummated even if less than all of the Contributing Entities and the Public Entities participate in the Consolidation Transactions, (c) except for Empire State Building Associates L.L.C. and Empire State Building Company L.L.C., the Consolidation Transaction is not conditioned on the participation of any Contributing Entity, (d) there is likely to be an extended period of time before the Consolidation Transaction is completed and the terms of the Consolidation Transaction as described in the Consent Solicitations, including the Values, may be significantly different than described in such documents existing as of the date hereof and (e) notwithstanding the foregoing differences, this Agreement will be binding.

Changes to Form Agreements. Owner Each Contributor agrees and confirms that the terms of the OP Units and Class A Common Stock and the Consent Solicitation are not final and may be modified depending on the prevailing market conditions at the time of the IPO. By executing this Agreement, Owner hereby authorizes the Company or the Operating Partnership to, and understands and agrees that the Company or the Operating Partnership may make changes (including changes that may be deemed material) to the Consent Solicitation, and Owner agrees to receive OP Units, shares of Common Stock and/or cash, as the case may be, with such final terms and conditions as the Operating Partnership and the Company shall determine, provided that such changes do not affect Owner in a manner materially different from the Contributing Entities. In addition, Owner each applicable Helmsley Group Member acknowledges that (a) it understands that the information presented in the Consent Solicitation for the REIT Contributing Entity in which it directly or indirectly owns Participation Interests and the attachments thereto will be preliminary and is subject to change (particularly management’s discussion and analysis of financial condition and results of operation, the financial statements and footnotes thereto, the preliminary pro forma financial statements and footnotes thereto, the property information, the IPO Price price and the assumed range of shares estimated to be offered in the IPO) in connection with the completion of the audit, the review and comments of the SEC and the investor feedback received during the course of the IPO, (bc) the Consolidation Transactions may be consummated even if less than all of the REIT Contributing Entities and the Public Entities participate in the Consolidation Transactions, (c) except for provided that the Empire State Building Associates L.L.C. and Empire State Building Company L.L.C., L.L.C. must participate in the Consolidation Transaction Transactions, (d) the participation of each Contributed Helmsley Entity in the Consolidation Transactions is not conditioned on the participation of any Contributing other Contributed Helmsley Entity, (de) there is likely to be an extended period of time before the Consolidation Transaction is Transactions are completed and the terms of the Consolidation Transaction Transactions as described in the Consent SolicitationsSolicitation, including the Valuesexchange values of each REIT Contributing Entity, may be significantly different than described in such documents existing as of the date hereof and (ef) notwithstanding the foregoing differences, this Agreement will be binding.

Changes to Form Agreements. Owner Contributor agrees and confirms that the terms of the OP Units and Common Stock and the Consent Solicitation are not final and may be modified depending on the prevailing market conditions at the time of the IPO. By executing this Agreement, Owner Contributor hereby authorizes the Company or the Operating Partnership to, and understands and agrees that the Company or the Operating Partnership may make changes (including changes that may be deemed material) to the Consent Solicitation, and Owner Contributor agrees to receive OP Units, shares of Common Stock and/or cash, as the case may be, with such final terms and conditions as the Operating Partnership and the Company shall determine, provided that such changes do not affect Owner Contributor in a manner materially different from the Contributing EntitiesOther Contributors. In addition, Owner Contributor acknowledges that (a) it understands that the information presented in the Consent Solicitation and the attachments thereto will be preliminary and is subject to change (particularly management’s discussion and analysis of financial condition and results of operation, the financial statements and footnotes thereto, the preliminary pro forma financial statements and footnotes thereto, the property information, the IPO Price and the assumed range of shares estimated to be offered in the IPO) in connection with the completion of the audit, the review and comments of the SEC and the investor feedback received during the course of the IPO, (b) the Consolidation Formation Transactions may be consummated even if less than all of the Contributing Entities and the Public Entities participate in the Consolidation Formation Transactions, (c) except for Empire State Building Associates L.L.C. and Empire State Building Company L.L.C.as contemplated by Section 2.1(a)(ix), the Consolidation Transaction participation of Contributor in the Formation Transactions is not conditioned on the participation of any other Contributing Entity, Public Entity or Management Company, (d) there is likely to be an extended period of time before the Consolidation Transaction is Formation Transactions are completed and the terms of the Consolidation Transaction Formation Transactions as described in the Consent SolicitationsSolicitation and the Prospectus, including the Exchange Values, may be significantly different than described in such documents existing as of the date hereof and (e) notwithstanding the foregoing differences, this Agreement will be binding.

Changes to Form Agreements. Owner The Management Company agrees and confirms that the terms of the OP Units and Common Stock and the Consent Solicitation are not final and may be modified depending on the prevailing market conditions at the time of the IPO. By executing this Agreement, Owner the Management Company hereby authorizes the Company or the Operating Partnership to, and understands and agrees that the Company or the Operating Partnership may make changes (including changes that may be deemed material) to the Consent Solicitation, and Owner the Management Company agrees to receive OP Units, shares of Common Stock and/or cash, as the case may be, Units with such final terms and conditions as the Operating Partnership and the Company shall determine, provided that such changes do not affect Owner the Management Company in a manner materially different from the other Management Companies or Contributing Entities. In addition, Owner the Management Company acknowledges that (a) it understands that the information presented to it as of the date of this Agreement, including the information presented in the Consent Solicitation Solicitations for the Contributed Entities and the attachments thereto will be thereto, is preliminary and is subject to change (particularly management’s discussion and analysis of financial condition and results of operation, the financial statements and footnotes thereto, the preliminary pro forma financial statements and footnotes thereto, the property information, the IPO Price and the assumed range of shares estimated to be offered in the IPO) in connection with the completion of the audit, the review and comments of the SEC and the investor feedback received during the course of the IPO, (b) the Consolidation Formation Transactions may be consummated even if less than all of the Contributing Entities and the Public Entities participate in the Consolidation Formation Transactions, (c) except for Empire State Building Associates L.L.C. and Empire State Building Company L.L.C.as contemplated by Section 2.1(a)(viii), the Consolidation Transaction participation of the Management Company in the Formation Transactions is not conditioned on the participation of any Contributing Entity or Public Entity, (d) there is likely to be an extended period of time before the Consolidation Transaction is Formation Transactions are completed and the terms of the Consolidation Transaction Formation Transactions as described in the Consent SolicitationsSolicitations and the Prospectus, including the Exchange Values, may be significantly different than described in such documents existing as of the date hereof and (e) notwithstanding the foregoing differences, this Agreement will be binding.

Changes to Form Agreements. Owner agrees and confirms that the terms of the OP Units and Common Stock and the Consent Solicitation are not final and may be modified depending on the prevailing market conditions at the time of the IPO. By executing this Agreement, Owner hereby authorizes the Company or the Operating Partnership to, and understands and agrees that the Company or the Operating Partnership may make changes (including changes that may be deemed material) to the Consent Solicitation, and Owner agrees to receive OP Units, shares of Common Stock and/or cash, as the case may be, with such final terms and conditions as the Operating Partnership and the Company shall determine, provided that such changes do not affect Owner in a manner materially different from the Contributing Entities. In addition, Owner acknowledges that (a) it understands that the information presented in the Consent Solicitation and the attachments thereto will be preliminary and is subject to change (particularly management’s discussion and analysis of financial condition and results of operation, the financial statements and footnotes thereto, the preliminary pro forma financial statements and footnotes thereto, the property information, the IPO Price and the assumed range of shares estimated to be offered in the IPO) in connection with the completion of the audit, the review and comments of the SEC and the investor feedback received during the course of the IPO, (b) the Consolidation Transactions may be consummated even if less than all of the Contributing Entities and the Public Entities participate in the Consolidation Transactions, (c) except for Empire State Building Associates L.L.C. and Empire State Building Company L.L.C., the Consolidation Transaction is not conditioned on the participation of any Contributing Entity, (d) there is likely to be an extended period of time before the Consolidation Transaction is completed and the terms of the Consolidation Transaction as described in the Consent Solicitations, including the Values, may be significantly different than described in such documents existing as of the date hereof November 28, 2011 and (e) notwithstanding the foregoing differences, this Agreement will be binding.

Changes to Form Agreements. Owner Each Malkin Family Contributor agrees and confirms that the terms of the Common Stock and OP Units and Common Stock and the Consent Solicitation are not final and may be modified depending on the prevailing market conditions at the time of the IPO. By executing this Agreement, Owner hereby authorizes the Company or the Operating Partnership to, and understands and agrees that the Company or the Operating Partnership may make changes (including changes that may be deemed material) to the Consent Solicitation, and Owner agrees to receive OP Units, shares of Common Stock and/or cash, as the case may be, with such final terms and conditions as the Operating Partnership and the Company shall determine, provided that such changes do not affect Owner in a manner materially different from the Contributing Entities. In addition, Owner each applicable Malkin Family Contributor acknowledges that (a) it understands that the information presented in the Consent Solicitation for the Public Contributing Entity in which it owns Contributed Interests and the attachments thereto will be preliminary and is subject to change (particularly management’s discussion and analysis of financial condition and results of operation, the financial statements and footnotes thereto, the preliminary pro forma financial statements and footnotes thereto, the property information, the IPO Price price and the assumed range of shares estimated to be offered in the IPO) in connection with the completion of the audit, the review and comments of the SEC Securities and Exchange Commission and the investor feedback received during the course of the IPO, (b) the Consolidation Transactions may be consummated even if less than all of the REIT Contributing Entities and the Public Entities participate in the Consolidation Transactions, (c) except for provided that the Empire State Building Associates L.L.C. and Empire State Building Company L.L.C., L.L.C. must participate in the Consolidation Transaction Transactions, (c) the participation of each Malkin Family Contributor in the Consolidation Transactions is not conditioned on the participation of any Contributing Entityother Malkin Family Contributor, (d) there is likely to be an extended period of time before the Consolidation Transaction is Transactions are completed and the terms of the Consolidation Transaction Transactions as described in the Consent SolicitationsSolicitation, including the Valuesexchange values of each REIT Contributing Entity, may be significantly different than described in such documents existing as of the date hereof and (e) notwithstanding the foregoing differences, this Agreement will be binding.

Changes to Form Agreements. Owner Contributor agrees and confirms that the terms of the OP Units and Class A Common Stock and the Consent Solicitation are not final and may be modified depending on the prevailing market conditions at the time of the IPO. By executing this Agreement, Owner Contributor hereby authorizes the Company or the Operating Partnership to, and understands and agrees that the Company or the Operating Partnership may make changes (including changes that may be deemed material) to the Consent Solicitation, and Owner Contributor agrees to receive OP Units, shares of Class A Common Stock and/or cash, as the case may be, with such final terms and conditions as the Operating Partnership and the Company shall determine, provided that such changes do not affect Owner Contributor in a manner materially different from the Contributing EntitiesOther Contributors. In addition, Owner Contributor acknowledges that (a) it understands that the information presented in the Consent Solicitation and the attachments thereto will be preliminary and is subject to change (particularly management’s discussion and analysis of financial condition and results of operation, the financial statements and footnotes thereto, the preliminary pro forma financial statements and footnotes thereto, the property information, the IPO Price and the assumed range of shares estimated to be offered in the IPO) in connection with the completion of the audit, the review and comments of the SEC and the investor feedback received during the course of the IPO, (b) the Consolidation Formation Transactions may be consummated even if less than all of the Contributing Entities and the Public Entities participate in the Consolidation Formation Transactions, (c) except for Empire State Building Associates L.L.C. and Empire State Building Company L.L.C.as contemplated by Section 2.1(a)(ix), the Consolidation Transaction participation of Contributor in the Formation Transactions is not conditioned on the participation of any other Contributing Entity, Public Entity or Management Company, (d) there is likely to be an extended period of time before the Consolidation Transaction is Formation Transactions are completed and the terms of the Consolidation Transaction Formation Transactions as described in the Consent SolicitationsSolicitation and the Prospectus, including the Exchange Values, may be significantly different than described in such documents existing as of the date hereof and (e) notwithstanding the foregoing differences, this Agreement will be binding.