HUDSON PACIFIC PROPERTIES, INC. (a Maryland corporation) [—] Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2011 • Hudson Pacific Properties, Inc. • Real estate • New York
Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), and Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Barclays Capital Inc. (“Barclays”), Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other 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, Barclays, Morgan Stanley and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0
FORM OF SUBSCRIPTION AGREEMENT by and among FARALLON CAPITAL PARTNERS, L.P. FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. and Hudson Pacific Properties, Inc. Dated as of April [—], 2011Subscription Agreement • April 25th, 2011 • Hudson Pacific Properties, Inc. • Real estate • California
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of April [—], 2011 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”), and Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIPIII”). Each of FCP, FCIP and FCIPIII may be referred to herein as an “Investor” and, collectively, as the “Investors.”
FORM OF FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2011 • Hudson Pacific Properties, Inc. • Real estate
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of April [25], 2011 (this “First Amendment”), to the Registration Rights Agreement, dated as of June 29, 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”) (the “Registration Rights Agreement”).
