Healthpeak Properties, Inc. Common Stock ($1.00 par value) AMENDMENT NO. 2 TO AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT

Exhibit 10.1

Healthpeak Properties, Inc.

Common Stock
($1.00 par value)

AMENDMENT NO. 2 TO AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT

May 3, 2024

X.X. Xxxxxx Securities LLC

Barclays Capital Inc.

BNP Paribas Securities Corp.

BofA Securities, Inc.

BTIG, LLC

Capital One Securities, Inc.

Credit Agricole Securities (USA) Inc.

Xxxxxxx Xxxxx & Co. LLC

Xxxxxxxxx LLC

KeyBanc Capital Markets Inc.

Mizuho Securities USA LLC

Xxxxxx Xxxxxxx & Co. LLC

Nomura Securities International, Inc. (as forward seller through BTIG, LLC)

RBC Capital Markets, LLC

Regions Securities LLC

Xxxxxx X. Xxxxx & Co. Incorporated

Scotia Capital (USA) Inc.

TD Securities (USA) LLC

Truist Securities, Inc.

Xxxxx Fargo Securities, LLC

As Agents

JPMorgan Chase Bank, National Association

Bank of America, N.A.

The Bank of Nova Scotia

Barclays Bank PLC

BNP Paribas

Crédit Agricole Corporate and Investment Bank

Xxxxxxx Xxxxx & Co. LLC

Xxxxxxxxx LLC

KeyBanc Capital Markets Inc.

Mizuho Markets Americas LLC

Xxxxxx Xxxxxxx & Co. LLC

Nomura Global Financial Products, Inc.

Regions Securities LLC

Xxxxxx X. Xxxxx & Co. Incorporated

Royal Bank of Canada

The Toronto-Dominion Bank

Truist Bank

Xxxxx Fargo Bank, National Association

As Forward Purchasers

c/o X.X. Xxxxxx Securities LLC

000 Xxxxxxx Xxxxxx

New York, New York 10179

Ladies and Gentlemen:

Reference is made to that certain At-the-Market Equity Offering Sales Agreement, dated February 17, 2023, as amended by Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement, dated March 11, 2024 (the “Sales Agreement”), among X.X. Xxxxxx Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, Mizuho Securities USA LLC, Xxxxxx Xxxxxxx & Co. LLC, Nomura Securities International, Inc. (as forward seller through BTIG, LLC as its agent), RBC Capital Markets, LLC, Regions Securities LLC, Xxxxxx X. Xxxxx & Co. Incorporated, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Xxxxx Fargo Securities, LLC, each as sales agent, principal (except in the case of Nomura Securities International, Inc.) and as forward seller (except in the case of BTIG, LLC) (in any such capacity, each, an “Agent”, and collectively, the “Agents”), and JPMorgan Chase Bank, National Association, Bank of America, N.A., The Bank of Nova Scotia, Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, Mizuho Markets Americas LLC, Xxxxxx Xxxxxxx & Co. LLC, Nomura Global Financial Products, Inc., Regions Securities LLC, Xxxxxx X. Xxxxx & Co. Incorporated, Royal Bank of Canada, The Toronto-Dominion Bank, Truist Bank and Xxxxx Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser”, and collectively, the “Forward Purchasers”) and Healthpeak Properties, Inc., a Maryland corporation (the “Company”), and Healthpeak OP, LLC, a Maryland limited liability company (the “Operating Company”) with respect to the offering and sale from time to time by the Company to or through the Agents, of shares of its common stock, $1.00 par value, having an aggregate gross sales price of up to $1,500,000,000, in the manner and subject to the terms and conditions set forth in the Sales Agreement. All capitalized terms used in this Amendment No. 2 to the Sales Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. For the avoidance of doubt, all references to the Sales Agreement in any document

related to the transactions contemplated by the Sales Agreement shall be to the Sales Agreement as amended by this Amendment. The Agents, the Forward Purchasers, the Company and the Operating Company (collectively, the “parties hereto”) agree as follows:

1.Amendments to Sales Agreement. The parties hereto agree that the Sales Agreement is amended as follows:

(a)As of the date hereof, the parties acknowledge and agree that, by virtue of this Amendment, KeyBanc Capital Markets Inc. has joined as a party to the Sales Agreement in the capacities of Agent and Forward Purchaser. The parties hereto, to the extent required by the Sales Agreement, consent to this Amendment and the transactions contemplated hereby (including the addition of KeyBanc Capital Markets Inc. as a party to the Sales Agreement in its respective capacities).

(b)As of the date hereof, the first full paragraph of the Sales Agreement shall be deleted in its entirety and replaced with the following:

“ Healthpeak Properties, Inc., a Maryland corporation (the “Company”) and Healthpeak OP, LLC, a Maryland limited liability company (the “Operating Company”), confirm their agreement with X.X. Xxxxxx Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Xxxxxx Xxxxxxx & Co. LLC, Nomura Securities International, Inc. (as forward seller through BTIG, LLC as its agent), RBC Capital Markets, LLC, Regions Securities LLC, Xxxxxx X. Xxxxx & Co. Incorporated, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Xxxxx Fargo Securities, LLC, each as sales agent, as principal (except in the case of Nomura Securities International, Inc.) and as forward seller (except in the case of BTIG, LLC) (in any such capacity, each, an “Agent”, and collectively, the “Agents”), and JPMorgan Chase Bank, National Association, Bank of America, N.A., The Bank of Nova Scotia, Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Xxxxxx Xxxxxxx & Co. LLC, Nomura Global Financial Products, Inc., Regions Securities LLC, Xxxxxx X. Xxxxx & Co. Incorporated, Royal Bank of Canada, The Toronto-Dominion Bank, Truist Bank and Xxxxx Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser”, and collectively, the “Forward Purchasers”). For purposes of clarity, it is understood and agreed by the parties hereto that, if Shares (as defined below) are offered or sold through any Agent, as forward seller, then such Agent shall be acting solely in its capacity as sales agent for the applicable Forward Purchaser and not as sales agent for the Company with respect to the offering and sale of such Shares, and, except in cases where this Agreement (as defined below) expressly refers to an Agent acting as sales agent for the Company or unless otherwise expressly stated or the context otherwise requires, references in this Agreement to any Agent

acting as sales agent shall also be deemed to apply to such Agent as forward seller, mutatis mutandis, except that Nomura Securities International, Inc. shall only be a forward seller and shall therefore not act as sales agent for the Company. It is also understood and agreed by the parties hereto that, if Shares are offered or sold through any Agent, as sales agent for the Company, then such Agent shall be acting solely in its capacity as sales agent for the Company, and not as sales agent for any Forward Purchaser, with respect to the offering and sale of such Shares. For the avoidance of doubt, BTIG, LLC will not be a forward seller.”

(c)As of the date hereof, Section 10 of the Sales Agreement shall be deleted in its entirety and replaced with the following:

“Section 10. Notices. Unless otherwise provided herein, all notices required under the terms and provisions hereof shall be in writing, either delivered by hand, by mail, email or by fax, and any such notice shall be effective when received at the address specified below:

If to the Company or the Operating Company, to:

Healthpeak Properties, Inc.
0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Email: xxxxxxxx@xxxxxxxxxx.xxx

With cc: XxxxxxxxxxXxxxxxxxxx@xxxxxxxxxx.xxx

With a copy (which shall not constitute notice) to:

Xxxxx X. Xxxxx, Esq.
Xxxxxx & Xxxxxxx LLP
00000 Xxxxxxxxxxxxx Xxxx., Xxxxx 0000
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
Email: xxxxx.xxxxx@xx.xxx

If to an Agent or Forward Purchaser, as applicable, delivered via fax or email with a confirmation copy mailed to the addresses set forth below:


X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx Telephone: (000) 000-0000 Email: xxxxxxx.x.xxxxx@xxxxxxxx.xxx			Mizuho Securities USA LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx; Xxxxx Xxxxxx-Xxxxx; Xxxxxx Xxxxx Telephone: (000) 000-0000 Email: Xxxxxxx.Xxxxx@xxxxxxxxxxx.xxx; Xxxxx.Xxxxxx-Xxxxx@xxxxxxxxxxx.xxx; Xxxxxx.Xxxxx@xxxxxxxxxxx.xxx, with a copy to: xxxxxxxxxxxx@xxxxxxxxxxx.xxx
Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration Facsimile: (000) 000-0000			Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Equity Syndicate Desk, with a copy to the Legal Department Facsimile: 000-000-0000
BNP Paribas Securities Corp. 000 Xxxxxxx Xxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx XxXxxxxx Phone: (000) 000-0000 Email: xx.xxx.xxx@xx.xxxxxxxxxx.xxx			Nomura Securities International, Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Structured Equity Solutions Email: xxxxxxxxxxxx@xxxxxx.xxx With a copy (which shall not constitute notice) to: Attention: Equities Legal Email: Xxx.Xxxxxxxxx@xxxxxx.xxx And to: BTIG, LLC as agent of the forward seller, at the notice addresses provided for BTIG, LLC herein
BofA Securities, Inc. One Bryant Park New York, New York 10036 Attention: ATM Execution Team, email: xx.xxx_xxxxxxxxx@xxxx.xxx Facsimile: (000) 000-0000			RBC Capital Markets, LLC 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Equity Capital Markets Facsimile: (000) 000-0000


BTIG, LLC 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: ATM Trading Desk Email: XXXXXXXXXXxxxxxx@xxxx.xxx with a copy to XXXxxxx@xxxx.xxx; XXXXxxxxxxxxxx@xxxx.xxx; and xxxxxxx@xxxx.xxx			Regions Securities LLC 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Email: XXXXxxx@xxxxxxx.xxx
Capital One Securities, Inc. 000 Xxxxxxx Xxx. Suite 1830 New Orleans, Louisiana 70170 Attention: Xxxx Xxxxxxxx Email: xxxx.xxxxxxxx@xxxxxxxxxx.xxx			Xxxxxx X. Xxxxx & Co. Incorporated 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Syndicate Department Facsimile: (000) 000-0000 With a copy to: Legal Department
Credit Agricole Securities (USA) Inc. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx Email: xxxxxxx.xxxxx@xx-xxx.xxx; xxxxxxxxxxxxxxxxxxxx@xx-xxx.xxx Facsimile: (000) 000-0000			Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Equity Capital Markets Facsimile: (000) 000-0000 Email: xx.xxx@xxxxxxxxxx.xxx xx.xxxxx@xxxxxxxxxx.xxx
Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Registration Department			TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Equity Capital Markets Email: XXX_XXX@xxxxxxxxxxxx.xxx
Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel, with a copy to: XxxxXxXxxxx@xxxxxxxxx.xxx			Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Equity Capital Markets Email: xx.xxx.xxxxxxxx@xxxxxx.xxx


KeyBanc Capital Markets Inc. 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxx Xxxxxxxxx Emails: xxxxx.xxxxxx@xxx.xxx; Xxxxxxx.x.xxxxx@xxx.xxx; xxxx.xxxxxxxxx@xxx.xxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000			Xxxxx Fargo Securities, LLC 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Equity Syndicate Department Facsimile: (000) 000-0000
and
JPMorgan Chase Bank, National Association 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: EDG Marketing Support Email: xxx_xxxxxxx@xxxxxxxx.xxx and xxx_xx_xxxxxxxxx_xxxxx_xxxxxxx@xxxxxxxx.xxx With a copy to: Attention: Xxxxxxx Xxxxx Telephone: (000) 000-0000 Email: xxxxxxx.x.xxxxx@xxxxxxxx.xxx			Mizuho Markets Americas LLC c/o Mizuho Securities USA LLC, as agent 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: US Equity Derivatives Notices Telephone: (000) 000-0000 Email: Xxxxxx-XXXxxxxxxXX@xxxxxxxxxxx.xxx
Bank of America, N.A. One Bryant Park New York, New York 10036 Attention: Xxxxx Xxxxx Email: xxxxx.xxxxx@xxxx.xxx			Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Equity Syndicate Desk, with a copy to the Legal Department Facsimile: 000-000-0000


The Bank of Nova Scotia 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 c/o Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: US Equity Derivatives Email: xxxxx.xxxxxxx@xxxxxxxxxx.xxx / xxxx.xxxxx@xxxxxxxxxx.xxx Telephone No.: (000) 000-0000 / (000) 000-0000 And a copy to: XXXXxxxxxXxxxxxxxxxxxx@xxxxxxxxxx.xxx			Nomura Global Financial Products, Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Structured Equity Solutions Email: xxxxxxxxxxx@xxxxxx.xxx With a copy (which shall not constitute notice) to: Attention: Equities Legal Email: xxxxxxxxxxxxxxx@xxxxxx.xxx And to: BTIG, LLC, at the notice addresses provided for BTIG, LLC herein
Barclays Bank PLC c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxx Xxxxxxx Email: Xxxx.Xxxxxxx@Xxxxxxxx.xxx			Regions Securities LLC 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Email: XXXXxxx@xxxxxxx.xxx
BNP Paribas 000 Xxxxxxx Xxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx XxXxxxxx Phone: (000) 000-0000 Email: xx.xxx.xxx@xx.xxxxxxxxxx.xxx			Xxxxxx X. Xxxxx & Co. Incorporated 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Syndicate Department Facsimile: (000) 000-0000 With a copy to: Legal Department
Crédit Agricole Corporate and Investment Bank c/o Credit Agricole Securities (USA) Inc., as agent 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxx Xxxxxxxx Email: xxxxxxxx.xxxxxxxx@xx-xxx.xxx			Royal Bank of Canada 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Equity Capital Markets Facsimile: (000) 000-0000


Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Registration Department, with a copy to Xx-xxxxxx-xxxxxxxxxxxxx@xx.xxx.xx.xxx			The Toronto-Dominion Bank c/o TD Securities (USA) LLC, as Agent 0 Xxxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Global Equity Derivatives Phone: (000) 000-0000 Email: XXXXX-XXXXXXxxxxxxxXxxxxxxxxXxxxx@xxxxxxxxxxxx.xxx; xxxxxxx.xxxxxxxxx@xxxxxxxxxxxx.xxx; xxxxxxxxxxx.xxxxxx@xxxxxxxxxxxx.xxx; Xxxxxxx.xxxxxx0@xxxxxxxxxxxx.xxx; xxxxxxx.xxxxxxx@xxxxxxxxxxxx.xxx
Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Strategic Equity Transactions Group, with a copy to: XXXX-XX@xxxxxxxxx.xxx and XxxxXxXxxxx@xxxxxxxxx.xxx			Truist Bank 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Equity Syndicate Department Email: xx.xxx.xxxxxxxx@xxxxxx.xxx, with a copy to xxxxxxx.xxxxxxx@xxxxxx.xxx
KeyBanc Capital Markets Inc. 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxx Xxxxxxxxx Emails: xxxxx.xxxxxx@xxx.xxx; Xxxxxxx.x.xxxxx@xxx.xxx; xxxx.xxxxxxxxx@xxx.xxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000			Xxxxx Fargo Bank, National Association 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Equity Syndicate Department Facsimile: (000) 000-0000

With a copy (which shall not constitute notice) to:

Xxxxxx X. Xxxxxxxx, Esq.

Xxxxxx Xxxxxx LLP
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-1715
Email: xxxxxxxxx@xxxxxx.xxx

and

J. Xxxxxx Xxxxxxx, Esq.
Xxxxxx Xxxxxx LLP
000 Xxxxxxx Xxxxxx

New York, New York 10019
Email: xxxxxxxx@xxxxxx.xxx

or at such other address as such party may designate from time to time by notice duly given in accordance with the terms of this Section 10.”

(d)As of the date hereof, Annex 1 to the Sales Agreement is hereby deleted in its entirety and replaced with Annex 1 attached hereto.

2.Prospectus Supplement. The Company agrees to file promptly with the Commission a supplement to the Prospectus to reflect the fact that KeyBanc Capital Markets Inc. (as Agent, Forward Seller and Forward Purchaser) has joined as a party to the Sales Agreement, agrees to provide such prospectus supplement to the other parties hereto and Xxxxxx Xxxxxx LLP with a reasonable amount of time prior to the proposed filing thereof, and agrees not to file or use such prospectus supplement if any of the other parties hereto or Xxxxxx Xxxxxx LLP shall reasonably object thereto. The parties hereto agree that such prospectus supplement shall be deemed to have been filed with the Commission in accordance with Section 3(c) of the Sales Agreement and that the term “Prospectus Supplement,” as used in the Agreement, shall be deemed to include such prospectus supplement.

3.No Other Amendments. The parties hereto agree that, except as set forth in, and amended by, Section 1 above, all the terms and provisions of the Sales Agreement shall remain in full force and effect.

4.Counterparts and Electronic Signature. This Amendment may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. This Amendment may be delivered by any party by facsimile or other electronic transmission.

The words “execution,” “signed,” “signature,” and words of like import in this Amendment or in any other documents entered into or delivered pursuant to or in

connection with this Amendment shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

5.Succesors and Assigns. This Amendment shall be binding upon the parties hereto and their respective successors and assigns.

6.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State.

[Signature Pages Follow]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents, the Forward Purchasers, the Company and the Operating Company in accordance with its terms.


			Very truly yours, Healthpeak Properties, Inc. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Financial Officer
			Healthpeak OP, LLC By: Healthpeak Properties, Inc., its Managing Member By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Financial Officer

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Accepted as of the date hereof:

X.X. Xxxxxx Securities LLC

As Agent

By: /s/ Xxxxx Xxxxxxxx

Name: Xxxxx Xxxxxxxx

Title: Executive Director

JPMorgan Chase Bank, National Association

As Forward Purchaser

By: /s/ Xxxxx Xxxxxxxx

Name: Xxxxx Xxxxxxxx

Title: Executive Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Barclays Capital Inc.

As Agent

By: /s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title: Managing Director

Barclays Bank PLC

As Forward Purchaser

By: /s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

BNP Paribas Securities Corp.

As Agent

By: /s/ Xxxxxx XxXxxxxx

Name: Xxxxxx XxXxxxxx

Title: Managing Director

By: /s/ Xxxxxxx Xxxxxxxx

Name: Xxxxxxx Xxxxxxxx

Title: Managing Director

BNP Paribas

As Forward Purchaser

By: /s/ Xxxxxx XxXxxxxx

Name: Xxxxxx XxXxxxxx

Title: Managing Director

By: /s/ Xxxxxxx Xxxxxxxx

Name: Xxxxxxx Xxxxxxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

BofA Securities, Inc.

As Agent

By: /s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

Title: Managing Director

Bank of America, N.A.

As Forward Purchaser

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

BTIG, LLC

As Agent

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Capital One Securities, Inc.

As Agent

By: /s/ Xxxxxxx Xxxxxxxx

Name: Xxxxxxx Xxxxxxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Credit Agricole Securities (USA) Inc.

As Agent

By: /s/ Xxxx-Xxxx Xxxxxx

Name: Xxxx-Xxxx Xxxxxx

Title: Managing Director; Head of Investment Banking

By: /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Managing Director

Crédit Agricole Corporate and Investment Bank

As Forward Purchaser

By: Credit Agricole Securities (USA) Inc., as agent

By: /s/ Xxxx-Xxxx Xxxxxx

Name: Xxxx-Xxxx Xxxxxx

Title: Managing Director; Head of Investment Banking

By: /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Xxxxxxx Xxxxx & Co. LLC

As Agent and Forward Purchaser

By: /s/ Xxxx Xxxx

Name: Xxxx Xxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Xxxxxxxxx LLC

As Agent and Forward Purchaser

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

KeyBanc Capital Markets Inc.

As Agent and Forward Purchaser

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Managing Director, Equity Capital Markets

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Mizuho Securities USA LLC

As Agent

By: /s/ Xxxxx Xxxxxx-Xxxxx

Name: Xxxxx Xxxxxx-Xxxxx

Title: Managing Director

Mizuho Markets Americas LLC

As Forward Purchaser

By: /s/ Xxxxxxx X. Xxxxxxxxxx

Name: Xxxxxxx X. Xxxxxxxxxx

Title: Authorized Signatory

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Xxxxxx Xxxxxxx & Co. LLC

As Agent and Forward Purchaser

By: /s/ Xxxxx Xxx

Name: Xxxxx Xxx

Title: Vice President

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Nomura Securities International, Inc.

As Agent (as forward seller)

By: /s/ Xxxxx Xxxxxxxxxx

Name: Xxxxx Xxxxxxxxxx

Title: Managing Director

Nomura Global Financial Products, Inc.

As Forward Purchaser

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Authorized Representative

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

RBC Capital Markets, LLC

As Agent

By: /s/ Xxxxxxxxxxx Xxxxxx

Name: Xxxxxxxxxxx Xxxxxx

Title: Managing Director

Royal Bank of Canada

As Forward Purchaser

By: /s/ Xxxxx Xxxx

Name: Xxxxx Xxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Regions Securities LLC

As Agent and Forward Purchaser

By: /s/ Xxxxxx X. Xxxxxxxxx

Name: Xxxxxx X. Xxxxxxxxx

Title: Managing Director - ECM

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Xxxxxx X. Xxxxx & Co. Incorporated

As Agent and Forward Purchaser

By: /s/ Xxxxxxxxxxx Xxxxxx

Name: Xxxxxxxxxxx Xxxxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Scotia Capital (USA) Inc.

As Agent

By: /s/ Xxx Xxxx

Name: Xxx Xxxx

Title: Managing Director

The Bank of Nova Scotia

As Forward Purchaser

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

TD Securities (USA) LLC

As Agent

By: /s/ Xxxxxxxx Xxxxxxx

Name: Xxxxxxxx Xxxxxxx

Title: Managing Director

The Toronto-Dominion Bank

As Forward Purchaser

By: /s/ Xxxxxxx Xxxxxxxxx

Name: Xxxxxxx Xxxxxxxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Truist Securities, Inc.

As Agent

By: /s/ Xxxxxxxx Xxxxxx

Name: Xxxxxxxx Xxxxxx

Title: Director

Truist Bank

As Forward Purchaser

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Xxxxx Fargo Securities, LLC

As Agent

By: /s/ Xxxxxxxxx Xxxxxxx

Name: Xxxxxxxxx Xxxxxxx

Title: Managing Director

Xxxxx Fargo Bank, National Association

As Forward Purchaser

By: /s/ Xxxxxxxxx Xxxxxxx

Name: Xxxxxxxxx Xxxxxxx

Title: Managing Director

[Signature Page to Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement]

Annex 1

Healthpeak Properties, Inc.

Common Stock
($1.00 par value)

TERMS AGREEMENT

[●]

Ladies and Gentlemen:

Healthpeak Properties, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the At-the-Market Equity Offering Sales Agreement, dated February 17, 2023, as amended by Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement, dated March 11, 2024, and Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement, dated May 3, 2024 (the “Sales Agreement”), among the Company, Healthpeak OP, LLC, a Maryland limited liability company (the “Operating Company”) and X.X. Xxxxxx Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Xxxxxx Xxxxxxx & Co. LLC, Nomura Securities International, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Xxxxxx X. Xxxxx & Co. Incorporated, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Xxxxx Fargo Securities, LLC, each as sales agent, as principal (except in the case of Nomura Securities International, Inc.) and as forward seller (except in the case of BTIG, LLC) (in any such capacity, each, an “Agent”, and collectively, the “Agents”), and JPMorgan Chase Bank, National Association, Bank of America, N.A., The Bank of Nova Scotia, Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Xxxxxx Xxxxxxx & Co. LLC, Nomura Global Financial Products, Inc., Regions Securities LLC, Xxxxxx X. Xxxxx & Co. Incorporated, Royal Bank of Canada, The Toronto-Dominion Bank, Truist Bank and Xxxxx Fargo Bank, National Association each as forward purchaser (in such capacity, each a “Forward Purchaser”, and collectively, the “Forward Purchasers”), to issue and sell to [●], as Agent, the securities specified in the Schedule hereto (the “Purchased Securities”) [, and solely for the purpose of covering over-allotments, to grant to the Agent the option to purchase

the additional securities specified in the Schedule hereto (the “Additional Securities”)]1. Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Sales Agreement.

[The Agent shall have the right to purchase from the Company all or a portion of the Additional Securities as may be necessary to cover over-allotments made in connection with the offering of the Purchased Securities, at the same purchase price per share to be paid by the Agent to the Company for the Purchased Securities; provided that the purchase price payable by the Agent for any Additional Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable by the Company on the Purchased Securities but not payable on such Additional Securities. This option may be exercised by the Agent at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of shares of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Time of Delivery (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Purchased Securities. For purposes of clarity, the parties hereto agree that any Option Closing Date shall be a date on which Shares are delivered to the

Agent pursuant to a Terms Agreement within the meaning of, and requiring the affirmation and deliverables described under, Sections 3((j), (k) and (l) of the Sales Agreement.]*

Each of the provisions of the Sales Agreement not specifically related to (a) the solicitation by the Agent, as agent of the Company, of offers to purchase securities or (b) the Confirmations, Confirmation Shares and related transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement [and] [,] the Applicable Time [and any Option Closing Date]*, except that each representation and warranty in Section 1 of the Sales Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the Sales Agreement in relation to the Prospectus, and also a representation and warranty as of the date of

1 Include only if [●] has an over-allotment option.

this Terms Agreement [and] [,] the Settlement Date [and any Option Closing Date]* in relation to the Prospectus as amended and supplemented to relate to the Purchased Securities.

An amendment to the Registration Statement (as defined in the Sales Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities [and the Additional Securities]*, in the form heretofore delivered to the Agent is now proposed to be filed with the Securities and Exchange Commission.

Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of shares of the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Agent, the Company and the Operating Company in accordance with its terms.

[Signature Pages Follow]

THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


			Very truly yours, Healthpeak Properties, Inc. By ___________________________________ Name: Xxxxx X. Xxxxx Title: Chief Financial Officer
			Healthpeak OP, LLC By: Healthpeak Properties, Inc., its Managing Member By:____________________________________ Name: Xxxxx X. Xxxxx Title: Chief Financial Officer
Accepted as of the date hereof: [●] By:____________________________________ Name: Title:

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Healthpeak Properties, Inc. Common Stock ($1.00 par value) AMENDMENT NO. 2 TO AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT

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