X0306 4 2015-12-03 0 0001176373 TIER REIT INC TIER 0001276863 HERZOG THOMAS M 5950 SHERRY LANE SUITE 700 DALLAS TX 75225 1 0 0 0 Common Stock 2015-12-03 4 A 0 3945 0 A 3945 D Common Stock 42300 I By Family Trust Consists of restricted stock units that vest on January 4, 2017. Following the vesting of the restricted stock units, the Reporting Person will be issued common stock upon the earliest to occur of the following: (i) the Reporting Person's "separation from service" from the Issuer (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder) for any reason other than Cause (as defined in the Restricted Stock Unit Award Agreement with respect to the grant of restricted stock units); (ii) a Sale Event (as defined in the Issuer's 2015 Equity Incentive Plan) of the Issuer which also constitutes a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5); (iii) the Reporting Person's death; and (iv) January 4, 2017. Thomas Herzog and Sara Herzog, Trustees, for the Herzog Family Trust UA December 22, 2009. /s/ Telisa Webb Schelin, Attorney-in-Fact 2015-12-07