EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2010 • Hudson Pacific Properties, Inc. • Real estate • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [ ], is entered into by and between Hudson Pacific Properties, Inc., a Maryland corporation (the “REIT”), Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”) and Howard S. Stern (the “Executive”).
CONTRIBUTION AGREEMENT by and among SGS Investors, LLC HFOP Investors, LLC Soma Square Investors, LLC Hudson Pacific Properties, L.P. and Hudson Pacific Properties, Inc. Dated as of February 15, 2010Contribution Agreement • April 9th, 2010 • Hudson Pacific Properties, Inc. • Real estate • California
THIS CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of February 15, 2010 (the “Effective Date”) by and among Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), SGS Investors, LLC, a Delaware limited liability company (“SGS”), HFOP Investors, LLC, a Delaware limited liability company (“HFOP”), and Soma Square Investors, LLC, a Delaware limited liability company (“Soma Square”). Each of SGS, HFOP and Soma Square may be referred to herein as a “Contributor” and, collectively, as the “Contributors.”
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HUDSON PACIFIC PROPERTIES, L.P. a Maryland limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR...Hudson Pacific Properties, Inc. • April 9th, 2010 • Real estate • Maryland
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HUDSON PACIFIC PROPERTIES, L.P., dated as of [ ], 2010, is made and entered into by and among, HUDSON PACIFIC PROPERTIES, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2010 • Hudson Pacific Properties, Inc. • Real estate • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of [ ], 2010 by and among Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (each an “Initial Holder” and, collectively, the “Initial Holders”).
SUBSCRIPTION AGREEMENT by and among FARALLON CAPITAL PARTNERS, L.P. FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. VICTOR J. COLEMAN and Hudson Pacific Properties, Inc. Dated as of February 15, 2010Subscription Agreement • April 9th, 2010 • Hudson Pacific Properties, Inc. • Real estate • California
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of February 15, 2010 by and among Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), Farallon Capital Partners, L.P., a California limited partnership (“FCP”), Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIPIII”), and Victor J. Coleman (“Coleman”). Each of FCP, FCIP, FCIPIII and Coleman may be referred to herein as an “Investor” and, collectively, as the “Investors.”
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • April 9th, 2010 • Hudson Pacific Properties, Inc. • Real estate • California
THIS REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of February 15, 2010 (the “Effective Date”) by and among the parties listed on Exhibit A hereto (each individually a “Nominee,” and collectively, the “Nominees”), Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), and Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”). Capitalized terms not expressly defined herein shall have the meanings ascribed to such terms in the Contribution Agreement (defined below).
TAX PROTECTION AGREEMENTDebt Guarantee Agreement • April 9th, 2010 • Hudson Pacific Properties, Inc. • Real estate • California
This Tax Protection Agreement (this “Agreement”) is entered into as of [ ], 2010, by and among Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), and the Contributor Parties (as defined below) in connection with that certain Contribution Agreement entered into as of February 15, 2010 (the “Contribution Agreement”) by and among the Operating Partnership, Hudson Pacific Properties, Inc., a Maryland corporation and general partner of the Operating Partnership (the “Company”), Glenborough Fund XIV, L.P., a Delaware limited partnership (“Contributor”), and Glenborough Acquisition, LLC, a Delaware limited liability company and general partner of the Contributor (“Glenborough GP”). All capitalized terms not defined herein shall have the meaning ascribed thereto in the Contribution Agreement.
