30,000,000 Shares HCP, Inc. (a Maryland corporation) Common Stock (Par Value $1.00 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2011 • Hcp, Inc. • Real estate investment trusts • New York
HCP, Inc., a Maryland corporation (the “Company”), confirms its agreement with each of the Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative (the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 30,000,000 shares of Common Stock, par value $1.00 per share, of the Company (the “Common Stock”) and with respect to the grant by the Company to the Underwriters of the option described in Section 2(b) hereof to purchase all or any part of 4,500,000 additional shares of Common Stock. The aforesaid 30,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 4,500,000 shares of Common Stock subject to the option described in
