<SEC-DOCUMENT>0001193125-15-015002.txt : 20150120
<SEC-HEADER>0001193125-15-015002.hdr.sgml : 20150119
<ACCEPTANCE-DATETIME>20150120170334
ACCESSION NUMBER:		0001193125-15-015002
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20150113
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20150120
DATE AS OF CHANGE:		20150120

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Hudson Pacific Properties, Inc.
		CENTRAL INDEX KEY:			0001482512
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE [6500]
		IRS NUMBER:				271430478
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-34789
		FILM NUMBER:		15536624

	BUSINESS ADDRESS:	
		STREET 1:		11601 WILSHIRE BLVD.
		STREET 2:		SUITE 1600
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90025
		BUSINESS PHONE:		(310) 445-5700

	MAIL ADDRESS:	
		STREET 1:		11601 WILSHIRE BLVD.
		STREET 2:		SUITE 1600
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90025
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d853487d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>Form 8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>PURSUANT
TO SECTION 13 OR 15(d) OF </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>THE SECURITIES EXCHANGE ACT OF 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>January&nbsp;13, 2015 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>(Date of
earliest event reported) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>Hudson Pacific Properties, Inc. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>Maryland</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>001-34789</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>27-1430478</B></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(I.R.S. Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
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<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>11601 Wilshire Blvd., Sixth Floor</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
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<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>Los Angeles, California</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>90025</B></TD></TR>
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<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>(Address of principal executive offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code: (310)&nbsp;445-5700 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not Applicable </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former
name or former address, if changed since last report.) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This Current Report on Form 8-K is filed by Hudson Pacific Properties, Inc., a Maryland corporation (referred to
herein as the &#147;Company,&#148; &#147;we,&#148; &#147;our&#148; and &#147;us&#148;), in connection with the matters described herein. References in this Current Report on Form 8-K to the &#147;Operating Partnership&#148; mean Hudson Pacific
Properties, L.P., a Maryland limited partnership, of which we serve as the sole general partner. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;8.01.&nbsp;Other Events. </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On January&nbsp;20, 2015, we completed an underwritten public offering of 12,650,000 shares of our common stock (including 1,650,000 shares of our common stock
issued and sold pursuant to the exercise of the underwriters&#146; option to purchase additional shares in full), $0.01 par value per share (the &#147;Common Stock&#148;), for net proceeds of approximately $385.2 million, after deducting the
underwriting discount and estimated expenses payable by us. In connection with the issuance and sale of shares of the Common Stock, we entered into an underwriting agreement, dated January&nbsp;13, 2015, among us, the Operating Partnership, and
Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated and Goldman, Sachs&nbsp;&amp; Co., as the representatives (together, the &#147;Representatives&#148;) of the several underwriters named therein (the
&#147;Underwriting Agreement&#148;). The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Operating Partnership have agreed to
indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;). Pursuant to the Underwriting Agreement, we have agreed not to sell or transfer any shares of
Common Stock or any equity securities similar to or ranking on par with or senior to the Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock or similar, parity or senior equity securities for 60 days
after January&nbsp;13, 2015 without first obtaining the written consent of Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The offering was made pursuant to an effective shelf registration statement filed with the
Securities and Exchange Commission on January&nbsp;12, 2015 (File No.&nbsp;333-201457), a base prospectus, dated January&nbsp;12, 2015, included as part of the registration statement, and a prospectus supplement, dated January&nbsp;13, 2015, filed
with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act. We are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of our counsel, Venable LLP, regarding certain Maryland law issues concerning
the shares of Common Stock issued and sold in the offering. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On January&nbsp;20, 2015, we contributed the net proceeds of the offering to our Operating
Partnership in exchange for 12,650,000 common units of partnership interests in the Operating Partnership. The Operating Partnership intends to use the net proceeds to fund a portion of the previously announced acquisition of 26 high-quality office
assets and two development parcels located in the San Francisco Peninsula and Silicon Valley areas (the &#147;Target Portfolio&#148;) from certain affiliates of The Blackstone Group L.P. If the acquisition of the Target Portfolio is not consummated,
the Operating Partnership intends to use the net proceeds for development and redevelopment activities, potential acquisition opportunities and/or for general corporate purposes. Pending these applications, the Operating Partnership intends to use
the net proceeds from the offering to temporarily repay indebtedness outstanding from time to time under its senior unsecured revolving credit facility. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;9.01.&nbsp;Financial Statements and Exhibits. </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>(d)</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Exhibits. </B></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:39.10pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit&nbsp;No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:39.50pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description</B></P></TD></TR>


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<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;1.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Underwriting Agreement, dated January 13, 2015, among Hudson Pacific Properties, Inc., Hudson Pacific Properties, L.P., and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated and Goldman, Sachs &amp;
Co., as the representatives of the several underwriters named therein.</TD></TR>
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<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;5.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Opinion of Venable LLP</TD></TR>
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<TD VALIGN="top" NOWRAP>23.1</TD>
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<TD VALIGN="top">Consent of Venable LLP (included in Exhibit 5.1)</TD></TR>
</TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Forward-Looking Statements </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This communication may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking
terminology such as &#147;may,&#148; &#147;will,&#148; &#147;should,&#148; &#147;expects,&#148; &#147;intends,&#148; &#147;plans,&#148; &#147;anticipates,&#148; &#147;believes,&#148; &#147;estimates,&#148; &#147;predicts,&#148;
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or &#147;potential&#148; or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to
historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company&#146;s control that may cause actual results to differ significantly from those
expressed in any forward-looking statement. All forward-looking statements reflect the Company&#146;s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, the Company disclaims any
obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors
that could cause the Company&#146;s future results to differ materially from any forward-looking statements, see the section entitled &#147;Risk Factors&#148; in the Company&#146;s Annual Report on Form 10-K for the year ended December&nbsp;31, 2013
filed with the Securities and Exchange Commission and other risks described in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" COLSPAN="5"><B>HUDSON PACIFIC PROPERTIES, INC.</B></TD></TR>
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<TD VALIGN="top">Date: January 20, 2015</TD>
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<TD VALIGN="bottom">By:</TD>
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<TD VALIGN="bottom" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ M<SMALL>ARK</SMALL> T. L<SMALL>AMMAS</SMALL></P></TD></TR>
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<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
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<TD VALIGN="bottom">Name:</TD>
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<TD VALIGN="bottom">Mark T. Lammas</TD></TR>
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<TD VALIGN="bottom">Title:</TD>
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<TD VALIGN="bottom">Chief Financial Officer</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:39.10pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit&nbsp;No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:39.50pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description</B></P></TD></TR>


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<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;1.1</TD>
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<TD VALIGN="top">Underwriting Agreement, dated January 13, 2015, among Hudson Pacific Properties, Inc., Hudson Pacific Properties, L.P., and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated and Goldman, Sachs &amp;
Co., as the representatives of the several underwriters named therein.</TD></TR>
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<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;5.1</TD>
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<TD VALIGN="top">Opinion of Venable LLP</TD></TR>
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<TD VALIGN="top" NOWRAP>23.1</TD>
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<TD VALIGN="top">Consent of Venable LLP (included in Exhibit 5.1)</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.1 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000">&nbsp;</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">HUDSON PACIFIC PROPERTIES, INC.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(a Maryland corporation) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11,000,000 Shares of Common Stock </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>UNDERWRITING AGREEMENT </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Dated: January&nbsp;13, 2015 </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000">&nbsp;</P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">HUDSON PACIFIC PROPERTIES, INC. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(a Maryland corporation) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11,000,000 Shares of Common Stock </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>UNDERWRITING AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">January&nbsp;13, 2015 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Wells Fargo Securities,
LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;Incorporated </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Goldman,
Sachs&nbsp;&amp; Co. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">as Representatives of the several Underwriters </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">c/o Wells Fargo Securities, LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">375 Park Avenue </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10152 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Merrill Lynch, Pierce,
Fenner&nbsp;&amp; Smith </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;Incorporated </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">One Bryant Park </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10036 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Goldman, Sachs&nbsp;&amp; Co. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">200 West Street </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10282 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Hudson Pacific Properties, Inc., a Maryland corporation (the &#147;<U>Company</U>&#148;), and Hudson Pacific Properties, L.P., a Maryland
limited partnership (the &#147;<U>Operating Partnership</U>&#148; and, together with the Company, the &#147;<U>Transaction Entities</U>&#148;), confirm their respective agreements with Wells Fargo Securities, LLC (&#147;<U>Wells Fargo</U>&#148;),
Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated (&#147;<U>Merrill Lynch</U>&#148;) and Goldman, Sachs&nbsp;&amp; Co. (&#147;<U>Goldman, Sachs</U>&#148;) and each of the other Underwriters named in Schedule A hereto (collectively, the
&#147;<U>Underwriters</U>,&#148; which term shall also include any underwriter substituted as hereinafter provided in Section&nbsp;10 hereof), for whom Wells Fargo, Merrill Lynch and Goldman, Sachs are acting as representatives (in such capacity,
the &#147;<U>Representatives</U>&#148;), with respect to (i)&nbsp;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 $0.01 per share, of the
Company (&#147;<U>Common Stock</U>&#148;) set forth in Schedules A and B hereto and (ii)&nbsp;the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section&nbsp;2(b) hereof to purchase all or any
part of 1,650,000 additional shares of Common Stock. The 11,000,000 shares of Common Stock (the &#147;<U>Initial Securities</U>&#148;) to be purchased by the Underwriters and all or any part of the 1,650,000 shares of Common Stock subject to the
option described in Section&nbsp;2(b) hereof (the &#147;<U>Option Securities</U>&#148;) are hereinafter called, collectively, the &#147;<U>Securities</U>.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Capitalized terms used but not otherwise defined herein shall have the meanings given to those terms in the Prospectus (as herein defined).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Transaction Entities understand that the Underwriters propose to make a public offering of the Securities as soon as the
Representatives deem advisable after this Agreement has been executed and delivered. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company has prepared and filed with the
Securities and Exchange Commission (the &#147;<U>Commission</U>&#148;) an automatically effective shelf registration statement on Form S-3 (File No.&nbsp;333-201457 ) covering the public offering and sale of certain securities, including the
Securities, under the Securities Act of 1933, as amended (the &#147;<U>1933 Act</U>&#148;), and the rules and regulations promulgated </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">1 </P>


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thereunder (the &#147;<U>1933 Act Regulations</U>&#148;) on January&nbsp;12, 2015. Such registration statement, as of any time, means such registration statement as amended by any post-effective
amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item&nbsp;12 of Form S-3 under the 1933 Act and the
documents or information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the 1933 Act Regulations (&#147;<U>Rule 430B</U>&#148;), and is referred to herein as the &#147;<U>Registration Statement</U>&#148;;
<U>provided</U>, <U>however</U>, that the &#147;<U>Registration Statement</U>&#148; without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for
the Securities, which time shall be considered the &#147;new effective date&#148; of such registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of
such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item&nbsp;12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time pursuant to
Rule&nbsp;430B. The information included in any prospectus or any amendment or supplement thereto that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration
Statement pursuant to Rule&nbsp;430B is referred to as &#147;<U>Rule 430B Information</U>.&#148; Each preliminary prospectus used in connection with the offering of the Securities, including the documents incorporated or deemed to be incorporated by
reference therein pursuant to Item&nbsp;12 of Form&nbsp;S-3 under the 1933 Act, are collectively referred to herein as a &#147;<U>preliminary prospectus</U>.&#148; Promptly after execution and delivery of this Agreement, the Company will prepare and
file a final prospectus relating to the Securities in accordance with the provisions of Rule&nbsp;424(b) under the 1933 Act Regulations (&#147;<U>Rule 424(b)</U>&#148;). The final prospectus, in the form first furnished or made available to the
Underwriters for use in connection with the offering of the Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item&nbsp;12 of Form S-3 under the 1933 Act, are collectively referred to
herein as the &#147;<U>Prospectus</U>.&#148; For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include
the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (&#147;<U>EDGAR</U>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As used in this Agreement: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Applicable Time</U>&#148; means 8:30 a.m., New York City time, on January&nbsp;14, 2015 or such other time as agreed
by the Company and the Representatives. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>General Disclosure Package</U>&#148; means any Issuer General Use Free
Writing Prospectuses (as defined below) issued at or prior to the Applicable Time, the prospectus (including any documents incorporated therein by reference) that is included in the Registration Statement as of the Applicable Time and the
information included on Schedule C-1 hereto, all considered together. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Issuer Free Writing Prospectus</U>&#148;
means any &#147;issuer free writing prospectus,&#148; as defined in Rule 433 of the 1933 Act Regulations (&#147;<U>Rule 433</U>&#148;), including without limitation any &#147;free writing prospectus&#148; (as defined in Rule 405 of the 1933 Act
Regulations (&#147;<U>Rule 405</U>&#148;)), relating to the Securities that is (i)&nbsp;required to be filed with the Commission by the Company, (ii)&nbsp;a &#147;road show that is a written communication&#148; within the meaning of Rule
433(d)(8)(i), whether or not required to be filed with the Commission or (iii)&nbsp;exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the
final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company&#146;s records pursuant to Rule 433(g). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Issuer General Use Free Writing Prospectus</U>&#148; means any Issuer Free Writing Prospectus that is intended for
general distribution to prospective investors (other than a &#147;<I>bona fide </I>electronic road show,&#148; as defined in Rule 433 (the &#147;<U>Bona Fide Electronic Road Show</U>&#148;), each of which is specified in Schedule C-2 hereto. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Issuer Limited Use Free Writing Prospectus</U>&#148; means any Issuer Free Writing Prospectus that is not an Issuer
General Use Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">All references in this Agreement to financial statements and schedules and other information which
is &#147;contained,&#148; &#147;included&#148; or &#147;stated&#148; in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements
and schedules and other information which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior
to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to include the filing of any document
under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the &#147;<U>1934 Act</U>&#148;), incorporated or deemed to be incorporated by reference in the Registration Statement, such
preliminary prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Representations and Warranties</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <I>Representations and Warranties by the Transaction Entities</I>. Each of the Transaction Entities, jointly and severally, represents and
warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) <U>Registration Statement and Prospectuses</U>. The Company meets the requirements for use of Form S-3 under the 1933 Act.
The Registration Statement is a shelf registration statement on Form S-3 and the Securities have been and remain eligible for registration by the Company on Form S-3 under the 1933 Act. Each of the Registration Statement and any post-effective
amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use
of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company&#146;s knowledge, contemplated. The Company has complied with each request (if any)
from the Commission for additional information. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each of the Registration Statement and any post-effective amendment
thereto, at the time of its effectiveness, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, at the Closing Time and at each Date of Delivery, complied and will comply in all
material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus (including the prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment thereto), the
Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the 1933 Act and the requirements of the 1933 Act Regulations and each preliminary prospectus and the
Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when
they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act
(the &#147;<U>1934 Act Regulations</U>&#148;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) <U>Accurate Disclosure</U>. Neither the Registration Statement nor any
amendment thereto, at the respective times the Registration Statement and any post-effective amendments thereto became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material
fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper),
as of its date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time, at the Closing Time and at each Date of Delivery, neither (x)&nbsp;the
General Disclosure Package nor (y)&nbsp;any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will
omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the
other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">The representations and warranties in Section&nbsp;1(a)(ii)
shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading
&#147;Underwriting&#150;Commissions and Discounts,&#148; and the information in the second, third and fourth paragraphs under the heading &#147;Underwriting&#150;Price Stabilization, Short Positions and Penalty Bids&#148; in the Prospectus
(collectively, the &#147;<U>Underwriter Information</U>&#148;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) <U>Issuer Free Writing Prospectuses</U>. No Issuer
Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein, and any preliminary or other prospectus deemed to be a part
thereof that has not been superseded or modified. Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
on the date of first use, and the Company has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the 1933 Act Regulations. The Company has not
made any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, <U>provided</U> that such consent is deemed to have been given with respect to each Issuer
Free Writing Prospectus identified on Schedule C-2. The Company has retained in accordance with the 1933 Act Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the 1933 Act Regulations. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) <U>Company Not Ineligible Issuer</U>. At the time of the initial filing of the Registration Statement, at the time of the
most recent amendment thereto for the purposes of complying with Section&nbsp;10(a)(3) of the Securities Act (whether such amendment was by post effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act
or form of prospectus), at the time the Company or another offering participant made a <I>bona fide</I> offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not
an &#147;ineligible issuer,&#148; as defined in Rule 405 of the 1933 Act Regulations, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer;
and, without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the
offering contemplated hereby. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) <U>Independent Accountants</U>. The accountants who certified the financial statements
and supporting schedules included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus are, and during the periods covered by such reports were, independent public accountants with respect to
the Company as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and the Public Company Accounting Oversight Board. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) <U>Financial Statements; Non-GAAP Financial Measures</U>. The financial statements included or incorporated by reference
in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the entities purported to be shown thereby at the
dates indicated and the statement of operations, stockholders&#146; equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted
accounting principles in the United States (&#147;<U>GAAP</U>&#148;) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information
required to be stated therein. The selected financial data and the summary financial information included in the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been
compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission&#146;s rules and guidelines with respect to pro forma financial
statements and have been properly compiled on the bases described therein, and subject to such rules and guidelines, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to
the transactions and circumstances referred to therein. To the knowledge of the Transaction Entities, the financial statements required by Rule 3-14 of Regulation S-X and related notes relating to the properties proposed to be acquired by the
Transaction Entities (the &#147;<U>Acquisition</U>&#148;) pursuant to an Asset Purchase Agreement by and among the Company, the Operating Partnership and certain affiliates of The Blackstone Group L.P., dated as of December&nbsp;6, 2014 (the
&#147;<U>Target Properties</U>&#148;) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the revenues and certain operating expenses of the
Target Properties for the periods specified; such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved; and the other financial and statistical data with respect to the Target
Properties included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus presents fairly in all material respects the information shown; provided, however, that the financial statement
relating to the Target Properties that is unaudited is subject to year end adjustments. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in
the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated
by reference therein, regarding &#147;non-GAAP financial measures&#148; (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 1934 Act and Item&nbsp;10 of Regulation S-K of
the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called
for in all material respects and has been prepared in accordance with the Commission&#146;s rules and guidelines applicable thereto. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) <U>No Material Adverse Change in Business</U>. Since the respective dates
as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A)&nbsp;there has been no material adverse change (i)&nbsp;in or affecting any of the properties
described in the General Disclosure Package and the Prospectus as owned or leased by the Company or its subsidiaries (the &#147;<U>Existing Company Properties</U>&#148;) or, to the knowledge of the Transaction Entities, any of the properties to be
owned or leased by the Company or its subsidiaries upon consummation of the Acquisition (together with the Existing Company Properties, the &#147;<U>Properties</U>&#148;), or (ii)&nbsp;in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a &#147;<U>Material Adverse Effect</U>&#148;), (B)&nbsp;there have been no
transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C)&nbsp;except for
regular quarterly distributions in amounts per share or per unit that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by either of the Transaction Entities on any class of its capital
stock, the common units of limited partner interest in the Operating Partnership (the &#147;<U>Common Units</U>&#148;), the Series A preferred units of limited partner interest in the Operating Partnership (the &#147;<U>Series A Preferred
Units</U>&#148;), the Series B preferred units of limited partner interest in the Operating Partnership (the &#147;<U>Series B Preferred Units</U>&#148; and, together with the Series A Preferred Units, the &#147;<U>Preferred Units</U>&#148;), or any
other form of ownership interests. The Preferred Units and the Common Units are hereinafter collectively referred to as the &#147;<U>Units</U>.&#148; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(viii) <U>Good Standing of the Company</U>. The Company has been duly organized and is validly existing as a corporation in
good standing under the laws of the State of Maryland and has corporate power and authority to own, lease, and operate the Existing Company Properties and to conduct its business as described in the General Disclosure Package and the Prospectus and
to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ix) <U>Good Standing of Operating Partnership</U>. The Operating Partnership has been duly formed and is validly existing as a
limited partnership in good standing under the laws of the State of Maryland, is duly qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction in which its ownership or lease of property and other assets
or the conduct of its business requires such qualification, except where the failure to so qualify will not have a Material Adverse Effect, and has all power and authority necessary to own or hold its properties and other assets, to conduct the
business in which it is engaged and to enter into and perform its obligations under this Agreement. The Company is the sole general partner of the Operating Partnership. The Second Amended and Restated Agreement of Limited Partnership of the
Operating Partnership dated as of December&nbsp;10, 2010 (the &#147;<U>Operating Partnership Agreement</U>&#148;) is in full force and effect, and the aggregate percentage interests of the Company and the limited partners in the Operating
Partnership are as set forth in the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to reservations, agreements or employee benefit plans referred to in the Prospectus or pursuant to the exchange,
conversion or redemption of Units referred to in the Prospectus). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) <U>Good Standing of Subsidiaries</U>. Each
&#147;significant subsidiary&#148; of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and Hudson Pacific Services, Inc. (each a &#147;<U>Subsidiary</U>&#148; and, collectively, the &#147;<U>Subsidiaries</U>&#148;) has been duly
organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as
described in the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property
or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and
outstanding capital stock or equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any material
security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of
the date of this Agreement, the only subsidiaries of the Company are (A)&nbsp;the subsidiaries listed on Exhibit 21 to the Form 10-K for the year ended December&nbsp;31, 2013 and (B)&nbsp;the additional subsidiaries listed on Schedule D hereto. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xi) <U>Capitalization</U>. The authorized, issued and outstanding capital stock of the Company is as set forth in the General
Disclosure Package and the Prospectus under the caption &#147;Capitalization&#148; (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the General
Disclosure Package and the Prospectus or pursuant to the exercise of convertible or exchangeable securities, Units or options referred to in the General Disclosure Package and the Prospectus). All of the shares of issued and outstanding capital
stock have been duly </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock was issued in violation of the preemptive or other similar rights of any
securityholder of the Company. Except as disclosed in the General Disclosure Package and the Prospectus, (i)&nbsp;other than with respect to the Units disclosed in the General Disclosure Package and the Prospectus, no shares of capital stock of the
Company are reserved for any purpose, (ii)&nbsp;except for the Units, there are no outstanding securities convertible into or exchangeable for any shares of capital stock of the Company, and (iii)&nbsp;there are no outstanding options, rights
(preemptive or otherwise) or warrants to purchase or subscribe for shares of capital stock or any other securities of the Company. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xii) <U>Authorization of Agreements</U>. This Agreement has been duly authorized, executed and delivered by each of the
Transaction Entities. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xiii) <U>Authorization and Enforceability of Operating Partnership Agreement</U>. The Operating
Partnership Agreement has been duly and validly authorized, executed and delivered by the Company and the Operating Partnership (and, to the knowledge of the Transaction Entities, by each other party thereto) and is a valid and binding agreement of
the Company and the Operating Partnership (and, to the knowledge of the Transaction Entities, of each other party thereto), enforceable against the Company and the Operating Partnership (and, to the knowledge of the Transaction Entities, against
each other party thereto) in accordance with its terms, <U>except</U> as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors&#146;
rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether
enforcement is sought in a proceeding at law or in equity), and with respect to indemnification thereunder, except as rights may be limited by applicable law or policies underlying such law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xiv) <U>Authorization and Description of Securities</U>. The Securities to be purchased by the Underwriters from the Company
have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement, and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued
and fully paid and non-assessable. The Company&#146;s Preferred Stock conforms in all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material
respects to the rights set forth in the instruments defining the same; and no holder of such Securities will be subject to personal liability by reason of being such a holder. The certificates to be used to evidence the Securities are in due and
proper form and comply in all material respects with all applicable legal requirements, the requirements of the charter and bylaws of the Company and the requirements of the New York Stock Exchange. The issuance of the Securities by the Company is
not subject to any preemptive or other similar rights of any securityholder of the Company. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xv) <U>Authorization and
Description of Units</U>. All of the issued and outstanding Units have been duly authorized for issuance by the Operating Partnership and its general partner and validly issued. The terms of the Units conform in all material respects to the
descriptions related thereto in the General Disclosure Package and the Prospectus. Except as disclosed in the General Disclosure Package and the Prospectus, (i)&nbsp;no Units are reserved for any purpose, (ii)&nbsp;other than Series A Preferred
Units that are convertible into Common Units, as disclosed in the General Disclosure Package and the Prospectus, there are no outstanding securities convertible into or exchangeable for any Units, and (iii)&nbsp;there are no outstanding options,
rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xvi) <U>Registration Rights</U>. There are no persons with registration rights or other similar rights to have any securities
registered pursuant to the Registration Statement or otherwise registered by either of the Transaction Entities under the 1933 Act, except pursuant to that certain Registration Rights Agreement, dated as of June&nbsp;23, 2010, by and among the
Company and the holders listed on Schedule I thereto, as amended by that First Amendment to Registration Rights Agreement by and among the Company, Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P. and Farallon Capital
Institutional Partners III, L.P., dated May&nbsp;3, 2011 (as amended, the &#147;<U>Registration Rights Agreement</U>&#148;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xvii) <U>Absence of Certain Events</U>. Neither of the Transaction Entities nor any of the Properties has sustained, since the
date of the latest audited financial statements included in the General Disclosure Package and the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or decree, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xviii) <U>Absence of Defaults and Conflicts</U>. Neither of the Transaction Entities, nor any of their subsidiaries
(A)&nbsp;is in violation of its charter, by-laws, certificate of limited partnership, agreement of limited partnership or similar organizational document or (B)&nbsp;is in default in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which either of the Transaction Entities or any of their subsidiaries is a party or by
which it or any of them may be bound, or to which </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


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any of the Properties or any other properties or assets of the Transaction Entities or any of their subsidiaries is subject (collectively, &#147;<U>Agreements and Instruments</U>&#148;), except
for such defaults that, singly or in the aggregate, would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration
Statement (including the issuance and sale of the Securities by the Company and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and Prospectus under the caption &#147;Use of Proceeds&#148;) and
compliance by the Transaction Entities with their obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or
passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any
subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will
such action result in any violation of (i)&nbsp;the provisions of the charter, by-laws, certificate of limited partnership, Operating Partnership Agreement or similar organizational document of either of the Transaction Entities or any of their
subsidiaries or (ii)&nbsp;any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Transaction Entities or any of their
subsidiaries or any of their assets, properties or operations, except in the case of clause (ii)&nbsp;only, for any such violation that would not result in a Material Adverse Effect. As used herein, a &#147;<U>Repayment Event</U>&#148; means any
event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder&#146;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Transaction Entities or any of their subsidiaries. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xix) <U>Absence of Labor Dispute</U>. No labor
dispute with the employees of either of the Transaction Entities or any of their subsidiaries exists or, to the knowledge of the Company, is imminent, which, in either case, would result in a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xx) <U>ERISA</U>. Each Transaction Entity is in compliance in all material respects with all applicable provisions of the
Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (&#147;<U>ERISA</U>&#148;); except as would not reasonably be expected to result in a Material Adverse Effect, no
&#147;reportable event&#148; (as defined in ERISA) has occurred with respect to any &#147;pension plan&#148; (as defined in ERISA) for which any Transaction Entity would have any liability; except as would not reasonably be expected to result in a
Material Adverse Effect, no Transaction Entity has incurred or expects to incur liability under (i)&nbsp;Title IV of ERISA with respect to termination of, or withdrawal from, any &#147;pension plan&#148; or (ii)&nbsp;Sections 412 or 4971 of the
Internal Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;); each &#147;pension plan&#148; for which any Transaction Entity would have any liability that is intended to be qualified under Section&nbsp;401(a) of the Code is so qualified
in all material respects and nothing has occurred thereunder, whether by action or by failure to act, which would cause the loss of such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxi) <U>Absence of Proceedings</U>. Except as disclosed in the General Disclosure Package and the Prospectus, there is no
action, suit, proceeding, inquiry or investigation pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which is required to be disclosed in the Registration Statement (other than as
disclosed therein), or which could reasonably be expected to result in a Material Adverse Effect, or which would materially and adversely affect the consummation of the Acquisition, consummation of the transactions contemplated in this Agreement, or
the performance by the Company of its obligations hereunder or thereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any such subsidiary is a party or of which any of their respective property or
assets is the subject which are not described in the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxii) <U>Accurate Disclosure</U>. The statements in the General Disclosure Package and the Prospectus under the headings
&#147;Prospectus Supplement Summary&#151;The Offering,&#148; &#147;Description of Common Stock,&#148; &#147;Restrictions on Ownership and Transfer,&#148; &#147;Description of the Partnership Agreement of Hudson Pacific Properties, L.P.,&#148;
&#147;Material Provisions of Maryland Law and of Our Charter and Bylaws,&#148; &#147;Federal Income Tax Considerations&#148; and &#147;Underwriting,&#148; insofar as such statements summarize legal matters, agreements, documents or proceedings
discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxiii) <U>No Finder&#146;s Fee</U>. Except for the Underwriters&#146; discounts and commissions payable by the Company to the
Underwriters in connection with the offering of the Securities contemplated herein or as otherwise disclosed in the General Disclosure Package and the Prospectus, neither of the Transaction Entities has incurred any liability for any brokerage
commission, finder&#146;s fees or similar payments in connection with the offering of the Securities contemplated hereby. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxiv) <U>Absence of Further Requirements</U>. No filing with, or authorization,
approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering,
issuance or sale of the Securities by the Company hereunder or the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the
rules of the New York Stock Exchange, state securities laws or the rules of the Financial Industry Regulatory Authority (&#147;<U>FINRA</U>&#148;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxv) <U>Possession of Licenses and Permits</U>. Except as described in the General Disclosure Package and the Prospectus, each
of the Transaction Entities and their subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, &#147;<U>Governmental Licenses</U>&#148;) issued by the appropriate federal, state, local or foreign
regulatory agencies or bodies necessary under applicable law to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; each of the Transaction
Entities and their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the
Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a
Material Adverse Effect; and, except as described in the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such
Governmental Licenses that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxvi) <U>Title to Property</U>. (A)&nbsp;The Operating Partnership or a subsidiary thereof has (or will have, in relation to
the Target Properties, upon consummation of the Acquisition) good and marketable title (fee or, in the case of ground leases and as disclosed in the General Disclosure Package and the Prospectus, leasehold) to each Property, free and clear of all
mortgages, pledges, liens, claims, security interests, restrictions or encumbrances of any kind, except such as (1)&nbsp;are described in the General Disclosure Package and the Prospectus or (2)&nbsp;do not, singly or in the aggregate, materially
affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Transaction Entities or any of their subsidiaries; (B)&nbsp;neither the Transaction Entities nor any of their
subsidiaries owns any real property other than the Existing Company Properties; (C)&nbsp;each of the ground leases and subleases of real property, if any, material to the business of the Transaction Entities and their subsidiaries, considered as one
enterprise, and under which the Transaction Entities or any of their subsidiaries holds properties described in the General Disclosure Package and the Prospectus, is in full force and effect, with such exceptions as are not material and do not
materially interfere with the use made or proposed to be made of such real property by either of the Transaction Entities or any of their subsidiaries, and neither of the Transaction Entities nor any of their subsidiaries has any notice of any
material claim of any sort that has been asserted by any ground lessor or sublessor under a ground lease or sublease threatening the rights of the Transaction Entities or any of their subsidiaries to the continued possession of the leased or
subleased premises under any such ground lease or sublease; (D)&nbsp;except as described in the General Disclosure Package and the Prospectus, no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises
demised under such lease; (E)&nbsp;each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except
if and to the extent disclosed in the Prospectus, and except for such failures to comply that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (F)&nbsp;except if and to the extent disclosed in the
General Disclosure Package or the Prospectus, no Transaction Entity has knowledge of any pending or threatened condemnation proceedings, zoning change or other proceeding or action that will materially affect the use or value of any of the
Properties; and (G)&nbsp;the mortgages and deeds of trust that encumber the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or
cross-collateralized with any property other than other Properties. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxvii) <U>Possession of Intellectual Property</U>.
The Transaction Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, &#147;<U>Intellectual Property</U>&#148;) reasonably necessary to conduct the business now operated
by them, and neither of the Transaction Entities nor any of their subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts
or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable
decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxviii) <U>Environmental Laws</U>. Except as described in the General Disclosure
Package and the Prospectus and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A)&nbsp;neither of the Transaction Entities nor any of their subsidiaries or, to the knowledge of the Transaction Entities, the
current owners and operators of the Target Properties in connection with such Target Properties is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or
administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water,
groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products, asbestos-containing materials or mold (collectively, &#147;<U>Hazardous Materials</U>&#148;) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials (collectively, &#147;<U>Environmental Laws</U>&#148;), (B)&nbsp;the Transaction Entities and their subsidiaries and, to the knowledge of the Transaction Entities, the current owners and operators of the Target Properties in connection with
such Target Properties have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C)&nbsp;there are no pending or threatened administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against either of the Transaction Entities or any of their subsidiaries or, to the
knowledge of the Transaction Entities, involving the Target Properties and (D)&nbsp;there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by
any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries or, to the knowledge of the Transaction Entities, involving any of the Target Properties relating to Hazardous Materials or any
Environmental Laws. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxix) <U>Accounting Controls and Disclosure Controls</U>. The Company and each of its subsidiaries
maintain effective internal control over financial reporting (as defined under Rule 13a-15 and Rule 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that
(A)&nbsp;transactions are executed in accordance with management&#146;s general or specific authorization; (B)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
accountability for assets; (C)&nbsp;access to assets is permitted only in accordance with management&#146;s general or specific authorization; (D)&nbsp;the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences; and (E)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the
Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission&#146;s rules and guidelines applicable thereto. Except as described in the General Disclosure Package and the
Prospectus, since the Company&#146;s most recent audited fiscal year, there has been (1)&nbsp;no material weakness in the Company&#146;s internal control over financial reporting (whether or not remediated) and (2)&nbsp;no change in the
Company&#146;s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company&#146;s internal control over financial reporting. The Company&#146;s auditors and the Audit Committee of
the Board of Directors of the Company have been advised of: (i)&nbsp;all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that have adversely affected or are reasonably likely
to adversely affect the Company&#146;s ability to record, process, summarize and report financial information; and (ii)&nbsp;any fraud, whether or not material, that involves management or other employees who have a significant role in the
Company&#146;s internal controls over financial reporting. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule&nbsp;15d-15 under the 1934 Act Regulations) that are
designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission&#146;s rules
and forms, and is accumulated and communicated to the Company&#146;s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxx) <U>Compliance with the Sarbanes-Oxley Act.</U> There is and has been no failure on the part of the Company or any of the
Company&#146;s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the &#147;<U>Sarbanes-Oxley
Act</U>&#148;), including Section&nbsp;402 related to loans and Sections 302 and 906 related to certifications. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxxi)
<U>Payment of Taxes</U>. All material United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed in a timely manner, and all such tax returns are correct and complete in all material
respects and all taxes shown by such returns or otherwise due and payable have been paid, except taxes and assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. The Company and
its subsidiaries have filed in a timely manner all tax returns that are required to have been filed by them pursuant to applicable foreign, state, local or other law (other than United States federal income tax law), except insofar as the failure to
file such </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


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returns would not result in a Material Adverse Effect, and all such tax returns are correct and complete in all material respects. The Company and its subsidiaries have paid all material taxes
(other than United States federal income taxes) due, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. The charges, accruals, and reserves on the books of the Company in respect
of taxes for any years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxxii) <U>Insurance</U>. The Transaction Entities and their subsidiaries carry or are entitled to the benefits of
insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and
effect. Neither of the Transaction Entities has any reason to believe that it or any of its subsidiaries will not be able (A)&nbsp;to renew, if desired, its existing insurance coverage as and when such policies expire or (B)&nbsp;to obtain
comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect. Neither of the Company nor any of its subsidiaries has been
denied any insurance coverage that it has sought or for which it has applied. The Transaction Entities, directly or indirectly, have obtained title insurance on the fee or leasehold interests, as the case may be, in each of the Existing Company
Properties, in an amount equal to no less than eighty percent (80%)&nbsp;of the purchase price of each such Existing Company Property. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxxiii) <U>Investment Company Act</U>. Neither of the Transaction Entities is required, and upon the issuance and sale of the
Securities by the Company as herein contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus neither will be required, to register as an &#147;investment company&#148; under the
Investment Company Act of 1940, as amended (the &#147;<U>1940 Act</U>&#148;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxxiv) <U>Absence of Manipulation</U>.
Neither of the Transaction Entities, nor any of their respective affiliates, has taken or will take, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in
stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxxv) <U>Foreign Corrupt Practices Act</U>. Neither of the Transaction Entities, nor, to the knowledge of either of the
Transaction Entities, any director, officer, agent, employee, affiliate or other person acting on behalf of either of the Transaction Entities or any of their subsidiaries is aware of or has taken any action, directly or indirectly, that would
result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the &#147;<U>FCPA</U>&#148;), including, without limitation, making use of the mails or any means or
instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any
&#147;foreign official&#148; (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and each of the Transaction Entities and, to the
knowledge of each of the Transaction Entities, their affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to
ensure, continued compliance therewith. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxxvi) <U>Money Laundering Laws</U>. The operations of each of the Transaction
Entities and their subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#147;<U>Money Laundering
Laws</U>&#148;) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving either of the Transaction Entities or any of their subsidiaries with respect to the Money Laundering Laws
is pending or, to the best knowledge of either of the Transaction Entities, threatened. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxxvii) <U>OFAC</U>. Neither of
the Transaction Entities, any of their subsidiaries or, to the knowledge of either of the Transaction Entities, any director, officer, agent, employee or affiliate of either of the Transaction Entities is currently subject to any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury Department (&#147;<U>OFAC</U>&#148;); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such
proceeds to any of its subsidiaries, joint venture partners or other person, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxxviii) <U>Statistical and Market-Related Data</U>. Any statistical and market-related data included in the General
Disclosure Package or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate in all material respects and, to the extent required, the Company has obtained the written consent to the use of such
data from such sources. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xxxix) <U>Approval of Listing</U>. On or prior to the Closing Time, the
Securities shall have been approved for listing on the New York Stock Exchange, subject to notice of issuance. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xl)
<U>Real Estate Investment Trust</U>. Commencing with its taxable year ended December&nbsp;31, 2010, the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a real estate investment trust
(&#147;<U>REIT</U>&#148;) under the Code, and the Company&#146;s proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December&nbsp;31, 2015 and
thereafter. All statements regarding the Company&#146;s qualification and taxation as a REIT and descriptions of the Company&#146;s organization and proposed method of operation (inasmuch as they relate to the Company&#146;s qualification and
taxation as a REIT) set forth in the Registration Statement, the General Disclosure Package and the Prospectus are accurate and fair summaries of the legal or tax matters described therein in all material respects. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xli) <U>No Restrictions on Distributions or Repayment</U>. Except as described in the General Disclosure Package and the
Prospectus, the Operating Partnership is not currently prohibited, directly or indirectly, from paying any distributions to the Company to the extent permitted by applicable law, from making any other distribution on the Operating Partnership&#146;s
partnership interest, or from repaying the Company for any loans or advances made by the Company to the Operating Partnership. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xlii) <U>Absence of Certain Relationships</U>. No relationship, direct or indirect, exists between or among either of the
Transaction Entities on the one hand, and the directors, officers, stockholders, customers or suppliers of the Transaction Entities on the other hand, which is required to be described in the General Disclosure Package or the Prospectus which is not
so described. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <I>Officer&#146;s Certificates</I>. Any certificate signed by any officer of the Transaction Entities or any of their
subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Transaction Entities to each Underwriter as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Sale and Delivery to Underwriters; Closing</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <I>Initial Securities</I>. On the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in Schedule A, the number of Initial
Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section&nbsp;10 hereof, subject, in each
case, to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <I>Option Securities</I>. In addition, on the basis of the representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,650,000 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in
Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof
and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of
payment and delivery for such Option Securities. Any such time and date of delivery (a &#147;<U>Date of Delivery</U>&#148;) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said
option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of
the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments
as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <I>Payment</I>.
Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Hogan Lovells US LLP, 555 Thirteenth Street, NW, Washington, D.C. 20004, or at such other
place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless
postponed in accordance with the provisions of Section&nbsp;10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being
herein called &#147;<U>Closing Time</U>&#148;). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, in the event that any or all of the Option Securities are purchased by the
Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the
Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Payment
shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry
credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial
Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the
Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter
from its obligations hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <I>Denominations; Registration</I>. Certificates for the Initial Securities and the Option
Securities, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be. The
certificates for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00&nbsp;A.M. (New York City time) on the business day
prior to the Closing Time or the relevant Date of Delivery, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Covenants of the Company</U>. The Company
covenants with each Underwriter as follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <I>Compliance with Securities Regulations and Commission Requests</I>. The Company,
subject to Section&nbsp;3(b), will comply with the requirements of Rule 430B, and will notify the Representatives immediately, and confirm the notice in writing, (i)&nbsp;when any post-effective amendment to the Registration Statement shall become
effective, or any amendment or supplement to the Prospectus shall have been filed, (ii)&nbsp;of the receipt of any comments from the Commission, (iii)&nbsp;of any request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectus, including any document incorporated by reference therein, or for additional information, (iv)&nbsp;of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or
threatening of any proceedings for any of such purposes or of any examination pursuant to Section&nbsp;8(d) or Section&nbsp;8(e) of the 1933&nbsp;Act concerning the Registration Statement and (v)&nbsp;if the Company becomes the subject of a
proceeding under Section&nbsp;8A of the 1933&nbsp;Act in connection with the offering of the Securities. The Company will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without
reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it
will promptly file such prospectus. The Company will make reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the withdrawal thereof at the earliest possible moment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <I>Filing of Amendments and 1934 Act Documents</I>. The Company will give the Representatives notice of its intention to file or prepare
any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, and
will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the
Underwriters shall reasonably object. The Company will give the Representatives notice of its intention to make any filings pursuant to the 1934 Act or the 1934 Act Regulations from the Applicable Time to the Closing Time and will furnish the
Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably
object. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <I>Delivery of Registration Statement</I>. The Company has furnished or will deliver to the Representatives and counsel for
the Underwriters, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also deliver
to the Representatives, without charge, conformed copies of the Registration Statement as originally filed and of each amendment thereto </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


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(without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <I>Delivery
of Prospectuses</I>. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes
permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations (&#147;<U>Rule 172</U>&#148;), would be)
required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will
be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation&nbsp;S-T. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <I>Continued Compliance with Securities Laws</I>. The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and
the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus
relating to the Securities is (or, but for the exception afforded by Rule 172, would be) required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is
necessary, in the opinion of counsel for the Underwriters or for the Company, to (i)&nbsp;amend the Registration Statement in order that the Registration Statement will not include any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, (ii)&nbsp;amend or supplement the General Disclosure Package or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case
may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser
or (iii)&nbsp;amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file
with the Commission, subject to Section&nbsp;3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such
requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or
occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Securities or included or would include an untrue
statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify
the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <I>Blue Sky Qualifications</I>. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for
offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect so long as required to complete the distribution
of the Securities; <U>provided</U>, <U>however</U>, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not
so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) <I>Rule 158</I>. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available
to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section&nbsp;11(a) of the 1933 Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) <I>Use of Proceeds</I>. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in
the Prospectus under &#147;Use of Proceeds.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) <I>Listing</I>. The Company will use its best efforts to effect the listing of the
Securities on the New York Stock Exchange. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) <I>Restriction on Sale of Securities</I>. During a period of 60 days from the date of the
Prospectus (the &#147;<U>Lock-Up Period</U>&#148;), the Company will not, without the prior written consent of Merrill Lynch and Wells Fargo (i)&nbsp;directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>


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purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under
the 1933 Act with respect to any of the foregoing (except for a registration statement on Form S-8 relating to the Company&#146;s equity incentive plan) or (ii)&nbsp;enter into any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i)&nbsp;or (ii)&nbsp;above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to (A)&nbsp;the Securities to be sold by the Company hereunder, (B)&nbsp;any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the Hudson
Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan or the Hudson Pacific Properties, Inc. Director Stock Plan, (C)&nbsp;any shares of Common Stock issued pursuant to any non-employee director stock plan or
dividend reinvestment plan referred to in the Prospectus, (D)&nbsp;shares of Common Stock, in the aggregate not to exceed 10% of the number of shares of Common Stock outstanding, issued in connection with other acquisitions of real property or real
property companies, or the shares of Common Stock and Common Units to be issued in connection with the consummation of the Acquisition in the manner described in the General Disclosure Package and the Prospectus; <U>provided</U>, <U>however</U>,
that the recipients of shares of Common Stock issued in connection with such an acquisition shall be required to agree in writing not to sell, offer, dispose of or otherwise transfer any such shares during the remainder of the Lock-Up Period without
the prior written consent of Merrill Lynch and Wells Fargo (which consent may be withheld at the sole discretion of Merrill Lynch and Wells Fargo ), or (E)&nbsp;shares of Common Stock transferred in accordance with Article VI of the Company&#146;s
charter. Notwithstanding the foregoing, if (1)&nbsp;during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2)&nbsp;prior to the expiration of the
Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed in this
subsection (j)&nbsp;shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event as applicable, unless Merrill Lynch and Wells Fargo
waive, in writing, such extension; <U>provided</U>, <U>however</U>, that no such extension will apply if (a)&nbsp;Merrill Lynch and Wells Fargo determine, in their sole discretion, that each of the Underwriters meets the requirements set forth in
paragraph (a)(1)(iii) of Rule 139 promulgated under the 1933 Act (&#147;<U>Rule&nbsp;139</U>&#148;), and (b)&nbsp;within three business days prior to the 15th calendar day prior to the expiration date of the Lock-Up Period, the Company delivers a
certificate, signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying on behalf of the Company that (i)&nbsp;the shares of Common Stock are &#147;actively traded securities&#148; (as defined in Regulation M), and
(ii)&nbsp;the Company meets the requirements set forth in paragraph (a)(1) of Rule 139. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) <I>Reporting Requirements</I>. The Company,
during the period when the Prospectus is (or, but for the exception afforded by Rule&nbsp;172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within
the time periods required by the 1934 Act and the 1934 Act Regulations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) <I>Issuer Free Writing Prospectuses</I>. The Company agrees
that, unless it obtains the prior written consent of the Representatives, it will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a &#147;free writing
prospectus,&#148; or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; <U>provided</U> that the Representatives will be deemed to have consented to the Issuer Free Writing
Prospectuses listed on Schedule C-2 and any &#147;road show that is a written communication&#148; within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. Any such free writing prospectus consented to by the
Representatives is hereinafter referred to as a &#147;<U>Permitted Free Writing Prospectus</U>.&#148; The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an &#147;issuer free writing
prospectus,&#148; as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at any
time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration
Statement or the Prospectus and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense,
such Issuer Free Writing Prospectus to eliminate or correct such conflict; <U>provided</U> that this sentence shall not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with the Underwriter
Information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) <I>Absence of Manipulation</I>. Except as contemplated herein or in the General Disclosure Package and the Prospectus,
neither Transaction Entity will take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to
facilitate the sale or resale of the Securities. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) <I>Qualification and Taxation as a REIT</I>. The Company will use its best efforts to meet
the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December&nbsp;31, 2015, and the Company will use its best efforts to continue to qualify for taxation as a REIT under the Code unless and until the
Company&#146;s board of directors determines in good faith that it is no longer in the best interests of the Company and its stockholders to be so qualified. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) <I>Sarbanes-Oxley</I>. Each of the Transaction Entities will comply in all material respects with all applicable provisions of the
Sarbanes-Oxley Act that are in effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Payment of Expenses</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <I>Expenses</I>. The Transaction Entities jointly and severally agree to pay all expenses incident to the performance of their obligations
under this Agreement, including (i)&nbsp;the preparation, printing and filing under the 1933 Act of the Registration Statement (including financial statements and exhibits thereto) as originally filed and of each amendment thereto, (ii)&nbsp;the
preparation, printing and delivery to the Underwriters of this Agreement, any agreement among underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities,
(iii)&nbsp;the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to
the Underwriters, (iv)&nbsp;the fees and disbursements of the Company&#146;s counsel, accountants and other advisors, (v)&nbsp;the qualification of the Securities under securities laws in accordance with the provisions of Section&nbsp;3(f) hereof,
including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi)&nbsp;the printing and delivery to
the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the
Underwriters to investors, (vii)&nbsp;the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto (not to exceed $10,000), (viii)&nbsp;the fees and expenses of any transfer agent or
registrar for the Securities, (ix)&nbsp;the costs and expenses of the Company relating to investor presentations on any &#147;road show&#148; undertaken in connection with the marketing of the Securities, including without limitation, expenses
associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such
consultants and one-half of the cost of any aircraft chartered in connection with the road show (except that the Underwriters shall pay all lodging, commercial airfare and other expenses attributable to employees of the Underwriters and one-half of
the cost of any aircraft chartered in connection with the road show), (x)&nbsp;the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of
the Securities and (xi)&nbsp;the fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange. Except as explicitly provided in this Section&nbsp;4(a), Section&nbsp;4(b), Section&nbsp;6 and
Section&nbsp;7, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel and other advisors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <I>Termination of Agreement</I>. If this Agreement is terminated by the Representatives in accordance with the provisions of
Section&nbsp;5 or Section&nbsp;9(a)(i) or (iii)&nbsp;hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Conditions of Underwriters&#146; Obligations</U>. The obligations of the several Underwriters hereunder are subject to the
accuracy of the representations and warranties of the Transaction Entities contained in Section&nbsp;1 hereof or in certificates of any officer of the Transaction Entities or any of their subsidiaries delivered pursuant to the provisions hereof, to
the performance by the Transaction Entities of their covenants and other obligations hereunder, and to the following further conditions: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <I>Effectiveness of Registration Statement</I>. The Registration Statement has become effective and at Closing Time no stop order
suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus shall have been issued and no proceedings for any of
those purposes shall have been initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A
prospectus containing the information required by Rule 430B shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) without reliance on Rule 424(b)(8) or a post-effective amendment providing such
information shall have been filed and declared effective in accordance with the requirements of Rule 430B. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <I>Opinions of Counsel for
Company</I>. At the Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing Time, of each of Latham&nbsp;&amp; Watkins LLP and Venable LLP, counsel for the Company, in form and substance
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>


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reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters substantially to the effect set forth in
Exhibit A-1 and Exhibit A-2 hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)
<I>Tax Opinion</I>. At the Closing Time, the Representatives shall have received the favorable tax opinion, dated as of the Closing Time, of Latham&nbsp;&amp; Watkins LLP, tax counsel for the Company, in form and substance reasonably satisfactory to
counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters substantially to the effect set forth in Exhibit&nbsp;A-3 hereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <I>Opinion of Counsel for Underwriters</I>. At the Closing Time, the Representatives shall have received the favorable opinion, dated as
of Closing Time, of Hogan Lovells US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the issuance and sale of the Securities delivered at the Closing
Time, the Registration Statement, the General Disclosure Package, the Prospectus and other related matters as the Representatives may reasonably require, and the Transaction Entities shall have furnished to such counsel such documents as they
reasonably request for the purpose of enabling them to pass upon such matters. In giving such opinion such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates
of officers of the Transaction Entities and their subsidiaries and certificates of public officials. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) <I>Officers&#146;
Certificate</I>. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time or since the respective dates as of which information is given in the General Disclosure Package or the Prospectus, any material
adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Transaction Entities and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of
business, and the Representatives shall have received a certificate of the Chief Executive Officer, the President or a Vice President of the Company and the Operating Partnership and of the chief financial or chief accounting officer of the Company
and the Operating Partnership, dated as of the Closing Time, to the effect that (i)&nbsp;there has been no such material adverse change, (ii)&nbsp;the representations and warranties of the Transaction Entities in Section&nbsp;1(a) hereof are true
and correct with the same force and effect as though expressly made at and as of Closing Time, (iii)&nbsp;the Transaction Entities have complied with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior
to Closing Time, and (iv)&nbsp;no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of the Preliminary Prospectus or the Prospectus has been issued, no
order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commission. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) <I>Accountants&#146; Comfort Letters</I>. At the time of the execution of this Agreement, the Representatives shall have received from
each of Ernst&nbsp;&amp; Young LLP and Deloitte&nbsp;&amp; Touch LLP a letter dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters
containing statements and information of the type ordinarily included in accountants&#146; &#147;comfort letters&#148; to underwriters with respect to the financial statements and certain financial information contained in the Registration
Statement, the General Disclosure Package and the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) <I>Bring-down Comfort Letters</I>. At the Closing Time, the
Representatives shall have received from Ernst&nbsp;&amp; Young LLP a letter, dated as of Closing Time, to the effect that it reaffirms the statements made in the letter furnished pursuant to subsection (f)&nbsp;of this Section, except that the
specified date referred to shall be a date not more than three business days prior to the Closing Time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) <I>Approval of Listing</I>.
At the Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) <I>No Objection</I>. FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) <I>Lock-up Agreements</I>. At the date of this Agreement, the Representatives shall have
received (i)&nbsp;an agreement substantially in the form of Exhibit B hereto (the &#147;<U>Director and Officer Lock-Up Agreement</U>&#148;) signed by each of the persons listed on Schedule&nbsp;E hereto and (ii)&nbsp;an agreement substantially in
the form of Exhibit C hereto (the &#147;<U>Farallon Lock-Up Agreement</U>&#148;) signed by the persons listed on Schedule&nbsp;F hereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) <I>Conditions to Purchase of Option Securities</I>. In the event that the Underwriters exercise their option provided in Section&nbsp;2(b)
hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Transaction Entities contained herein and the statements in any certificates furnished by the Transaction Entities or any of their subsidiaries
hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) <U>Officers&#146; Certificate</U>. A certificate, dated such Date of Delivery, of the Chief Executive Officer, the
President or a Vice President of the Company and the Operating Partnership, and of the chief financial or chief accounting officer of the Company and the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant
to Section&nbsp;5(e) hereof remains true and correct as of such Date of Delivery. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) <U>Opinions of Counsel for Company</U>. The favorable opinions of
Latham&nbsp;&amp; Watkins LLP and Venable LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of
Delivery and otherwise to the same effect as the opinions required by Section&nbsp;5(b) hereof. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) <U>Tax Opinion</U>.
The favorable tax opinion of Latham&nbsp;&amp; Watkins LLP, tax counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on
such Date of Delivery and otherwise to the same effect as the opinion required by Section&nbsp;5(c) hereof. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv)
<U>Opinion of Counsel for Underwriters</U>. The favorable opinion of Hogan Lovells US LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the
same effect as the opinion required by Section&nbsp;5(d) hereof. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) <U>Bring-down Comfort Letters</U>. A letter from
Ernst&nbsp;&amp; Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, in the same form and substance as the letter furnished to the Representatives pursuant to Section&nbsp;5(g) hereof, except that
the &#147;specified date&#148; in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) <I>Additional Documents</I>. At Closing Time and at each Date of Delivery counsel for the Underwriters shall have been furnished with such
documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) <I>Termination of Agreement</I>. If any condition specified in this Section shall
not have been fulfilled when and as required to be fulfilled, this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing Time, the obligations of the several Underwriters to
purchase the relevant Option Securities, may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any
party to any other party except as provided in Section&nbsp;4 and except that Sections 1, 6, 7, 8, 15 and 16 shall survive any such termination and remain in full force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Indemnification</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <I>Indemnification of Underwriters</I>. The Transaction Entities jointly and severally agree to indemnify and hold harmless each
Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an &#147;<U>Affiliate</U>&#148;), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section&nbsp;15 of the
1933 Act or Section&nbsp;20 of the 1934 Act as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule&nbsp;430B Information, or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary
prospectus, any Issuer Free Writing Prospectus, any &#147;road show&#148; (as defined in Rule 433 under the 1933 Act) not constituting an Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or
supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>


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commenced or threatened, or of any claim whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission; <U>provided</U> that (subject
to Section&nbsp;6(d) below) any such settlement is effected with the written consent of the Company; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) against any
and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under
(i)&nbsp;or (ii)&nbsp;above; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>provided</U>, <U>however</U>, that this indemnity agreement shall not apply to any loss, liability, claim, damage or
expense to the extent arising out of or based on any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, any preliminary prospectus,
the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any &#147;road show&#148; (as defined in Rule 433 under the 1933 Act) not constituting an Issuer Free Writing Prospectus in reliance upon and in
conformity with the Underwriter Information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <I>Indemnification of Company, Directors and Officers</I>. Each Underwriter severally
agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the 1933 Act or Section&nbsp;20
of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a)&nbsp;of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, any &#147;road show&#148; (as defined in Rule 433 under the 1933 Act) not constituting
an Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) <I>Actions against Parties; Notification</I>. Each indemnified party shall give notice as promptly as reasonably practicable to each
indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. If any such claim shall be brought against an indemnified party, and it
shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel
reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party
under this Section&nbsp;6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; <U>provided</U>, <U>however</U>, that the Representatives
shall have the right to employ one counsel to represent jointly the Representatives and those other Underwriters and their respective directors, officers and controlling persons who may be subject to liability arising out of any claim in respect of
which indemnity may be sought by the Underwriters against the Company and the Operating Partnership under this Section&nbsp;6 if (i)&nbsp;the Company and the Underwriters shall have so mutually agreed; (ii)&nbsp;the Company has failed within a
reasonable time to retain counsel reasonably satisfactory to the Underwriters; (iii)&nbsp;the Underwriters and their respective directors, officers and controlling persons shall have reasonably concluded, after consultation with counsel, that there
may be legal defenses available to them that are different from or in addition to those available to the Company and the Operating Partnership; or (iv)&nbsp;the named parties in any such proceeding (including any impleaded parties) include both the
Underwriters or their respective directors, officers or controlling persons, on the one hand, and the Company and the Operating Partnership, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due
to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the Company and the Operating Partnership. An indemnifying party may participate at its own expense in the
defense of any such action; <U>provided</U>, <U>however</U>, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be
liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section&nbsp;6 or Section&nbsp;7
hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i)&nbsp;includes an unconditional release of each indemnified party from all liability arising out of such
litigation, investigation, proceeding or claim and (ii)&nbsp;does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) <I>Settlement without Consent if Failure to Reimburse</I>. If at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section&nbsp;6(a)(ii)
effected without its written consent if (i)&nbsp;such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii)&nbsp;such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and (iii)&nbsp;such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Contribution</U>. If the indemnification provided for in Section&nbsp;6 hereof is for any reason unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and
expenses incurred by such indemnified party, as incurred, (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities on the one hand and the Underwriters on the other hand from the offering of
the Securities pursuant to this Agreement or (ii)&nbsp;if the allocation provided by clause (i)&nbsp;is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i)&nbsp;above but also the relative fault of the Transaction Entities on the one hand and of the Underwriters on the other hand in connection with the statements or omissions, which resulted in such losses, liabilities, claims, damages or expenses,
as well as any other relevant equitable considerations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The relative benefits received by the Transaction Entities on the one hand and
the Underwriters on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this
Agreement (before deducting expenses) received by the Transaction Entities and the total underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus bear to the aggregate initial public offering price
of the Securities as set forth on the cover of the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The relative fault of the Transaction Entities on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied
by the Transaction Entities or by the Underwriters and the parties&#146; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Transaction Entities and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section&nbsp;7
were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section&nbsp;7.
The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section&nbsp;7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding the provisions of this Section&nbsp;7, no Underwriter shall be required to contribute any
amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder, except as may be provided in any agreement among underwriters relating to the offering of the Securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;7, each person, if any, who
controls an Underwriter within the meaning of Section&nbsp;15 of the 1933 Act or Section&nbsp;20 of the 1934 Act and each Underwriter&#146;s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each
director of the Transaction Entities, each officer of the Transaction Entities who signed the Registration Statement, and each person, if any, who controls the Transaction Entities within the meaning of Section&nbsp;15 of the 1933 Act or
Section&nbsp;20 of the 1934 Act shall have the same rights to contribution as the Transaction Entities. The Underwriters&#146; respective obligations to contribute pursuant to this Section&nbsp;7 are several in proportion to the number of Initial
Securities set forth opposite their respective names in Schedule A hereto and not joint. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Representations, Warranties and Agreements to Survive</U>. All representations,
warranties and agreements contained in this Agreement or in certificates of officers of the Transaction Entities or any of their subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i)&nbsp;any
investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii)&nbsp;delivery of and payment for the
Securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Termination of Agreement</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) <I>Termination; General</I>. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to
Closing Time (i)&nbsp;if there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the General Disclosure Package or the Prospectus, any
material adverse change in or affecting any of the Properties or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, or (ii)&nbsp;if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or
other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the
Representatives, impracticable or inadvisable to proceed with the public offering of the Securities, or (iii)&nbsp;if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange
(other than in connection with an event described in (iv)&nbsp;below), or (iv)&nbsp;if trading generally on the NYSE Amex Equities or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or
maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or (v)&nbsp;a material disruption has
occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (vi)&nbsp;if a banking moratorium has been declared by either Federal or New York
authorities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) <I>Liabilities</I>. If this Agreement is terminated pursuant to this Section, such termination shall be without
liability of any party to any other party except as provided in Section&nbsp;4 hereof, and <U>provided</U> <U>further</U> that Sections 1, 6, 7, 8, 15 and 16 shall survive such termination and remain in full force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Default by One or More of the Underwriters</U>. If one or more of the Underwriters shall fail at Closing Time or a Date of
Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the &#147;<U>Defaulted Securities</U>&#148;), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or
more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall
not have completed such arrangements within such 24-hour period, then: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) if the number of Defaulted Securities does not
exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting
obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) if the number of
Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase and of the Company
to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after
the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either (i)&nbsp;the Representatives or (ii)&nbsp;the Company shall
have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the
Prospectus or in any other documents or arrangements. As used herein, the term &#147;Underwriter&#148; includes any person substituted for an Underwriter under this Section&nbsp;10. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11. <U>Tax Disclosure</U>. Notwithstanding any other provision of this Agreement, immediately upon commencement of discussions with
respect to the transactions contemplated hereby, the Transaction Entities (and each employee, representative or other </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">20 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
agent of the Transaction Entities) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and
all materials of any kind (including opinions or other tax analyses) that are provided to the Transaction Entities relating to such tax treatment and tax structure. For purposes of the foregoing, the term &#147;tax treatment&#148; is the purported
or claimed federal income tax treatment of the transactions contemplated hereby, and the term &#147;tax structure&#148; includes any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions
contemplated hereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. All notices and other communications hereunder shall be in writing and shall be deemed
to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at Wells Fargo Securities, LLC, 375 Park Avenue, New York, New York 10152, Attention:
Equity Syndicate Department (fax no: (212)&nbsp;214-5918), Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated, One Bryant Park, New York, NY 10036, Facsimile: (646)&nbsp;855 3073, Attention: Syndicate Department, with a copy to: Facsimile:
(212)&nbsp;230-8730, Attention: ECM Legal, and Goldman, Sachs&nbsp;&amp; Co., 200 West Street, New York, New York 10282, Attention: Registration Department (fax no: (917)&nbsp;977-4074); and notices to the Transaction Entities shall be directed to
the Company at 11601 Wilshire Blvd, Sixth Floor, Los Angeles, California, attention of Mark Lammas. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>No Advisory or
Fiduciary Relationship</U>. Each of the Transaction Entities acknowledges and agrees that (a)&nbsp;the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any
related discounts and commissions, is an arm&#146;s-length commercial transaction between the Transaction Entities, on the one hand, and the several Underwriters, on the other hand, (b)&nbsp;in connection with the offering contemplated hereby and
the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Transaction Entities or their respective stockholders, unitholders, creditors, employees or any other
party, (c)&nbsp;no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Transaction Entities with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such
Underwriter has advised or is currently advising the Transaction Entities on other matters) and no Underwriter has any obligation to the Transaction Entities with respect to the offering contemplated hereby except the obligations expressly set forth
in this Agreement, (d)&nbsp;the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Transaction Entities and (e)&nbsp;the Underwriters have not
provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Transaction Entities have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed
appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>Parties</U>. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the
Transaction Entities and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Transaction Entities and their
respective successors and the controlling persons and officers and directors referred to in Sections&nbsp;6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Transaction Entities and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Trial by Jury</U>. Each of the Transaction Entities (on its behalf and, to the extent permitted by applicable law, on behalf of
its stockholders or unitholders, as applicable, and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>GOVERNING LAW</U>. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17.
<U>TIME</U>. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Partial Unenforceability</U>. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made
such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">21 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Counterparts</U>. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION
20. <U>Effect of Headings</U>. The Section headings herein are for convenience only and shall not affect the construction hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[Signature pages follow] </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">22 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Transaction Entities in accordance with its terms. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="6%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="80%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5">Very truly yours,</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5">HUDSON PACIFIC PROPERTIES, INC.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Victor J. Coleman</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Victor J. Coleman</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">CEO, President and Chairman</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="5"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5">HUDSON PACIFIC PROPERTIES, L.P.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3">Hudson Pacific Properties, Inc., its general partner</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Victor J. Coleman</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Victor J. Coleman</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">CEO, President and Chairman</TD></TR>
</TABLE></DIV>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>Signature page to
Underwriting Agreement </I></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">CONFIRMED AND ACCEPTED, </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">as of the date first above written: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="7%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="7%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="84%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3">WELLS FARGO SECURITIES, LLC</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Elizabeth Alvarez</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Elizabeth Alvarez</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Managing Director</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3">MERRILL&nbsp;LYNCH,&nbsp;PIERCE,&nbsp;FENNER&nbsp;&amp;&nbsp;SMITH
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INCORPORATED</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Jack Vissicchio</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Jack Vissicchio</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Managing Director, Co-Head of Americas Real Estate Investment Banking</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3">GOLDMAN, SACHS &amp; CO.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Matt Leavitt</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Matt Leavitt</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Managing Director</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For themselves and as Representatives of the other Underwriters named in Schedule A hereto. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>Signature page to
Underwriting Agreement </I></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">SCHEDULE A </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The public offering price per share for the Securities shall be $31.75. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The purchase price per share for the Securities to be paid by the several Underwriters shall be $30.48, being an amount equal to the public offering price set
forth above less $1.27 per share, subject to adjustment in accordance with Section&nbsp;2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="68%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="83%"></TD>
<TD VALIGN="bottom" WIDTH="6%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE="border-bottom:1.00pt solid #000000; width:68.80pt; font-size:8pt; font-family:Times New Roman">Name of Underwriter</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">Number&nbsp;of<BR>Initial&nbsp;Securities</TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Wells Fargo Securities, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2,475,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2,475,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Goldman, Sachs&nbsp;&amp; Co.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1,650,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Morgan Stanley&nbsp;&amp; Co. LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1,375,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Barclays Capital Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1,375,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">KeyBanc Capital Markets Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1,100,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">RBC Capital Markets, LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">550,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Total</P></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11,000,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3.00px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE="border-top:3.00px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Sch A-1 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">SCHEDULE B </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="69%"></TD>
<TD VALIGN="bottom" WIDTH="8%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD VALIGN="bottom" WIDTH="8%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">Number&nbsp;of&nbsp;Initial<BR>Securities&nbsp;to&nbsp;be&nbsp;Sold</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">Maximum&nbsp;Number&nbsp;of&nbsp;Option<BR>Securities to Be Sold</TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">HUDSON PACIFIC PROPERTIES, INC.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11,000,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1,650,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Total</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11,000,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1,650,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Sch B-1 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">SCHEDULE C-1 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Pricing Terms </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1. The Company is selling
11,000,000 shares of Common Stock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional
1,650,000 shares of Common Stock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3. The public offering price per share for the Securities shall be $31.75. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">SCHEDULE C-2 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Free Writing
Prospectuses </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Sch C-1 </P>

</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>d853487dex51.htm
<DESCRIPTION>EX-5.1
<TEXT>
<HTML><HEAD>
<TITLE>EX-5.1</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 5.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>[LETTERHEAD OF VENABLE LLP] </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">January&nbsp;20, 2015 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Hudson Pacific
Properties, Inc. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">11601 Wilshire Blvd. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Los Angeles,
California 90025 </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">Re:</TD>
<TD ALIGN="left" VALIGN="top">Registration Statement on Form S-3 <U> </U></TD></TR></TABLE> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman"><U>Commission File No
333-201457&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We have served as Maryland counsel to Hudson Pacific Properties, Inc., a Maryland corporation (the &#147;Company&#148;), in connection with
certain matters of Maryland law arising out of the registration of the underwritten public offering and sale of up to 12,650,000 shares (the &#147;Shares&#148;) of the Company&#146;s common stock, $0.01 par value per share (including up to 1,650,000
Shares issuable pursuant to an over-allotment option), pursuant to the above-referenced Registration Statement, and all amendments thereto (collectively, the &#147;Registration Statement&#148;), filed by the Company with the United States Securities
and Exchange Commission (the &#147;Commission&#148;) under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In
connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter
collectively referred to as the &#147;Documents&#148;): </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. The Registration Statement and the form of Prospectus included therein, in the
form filed with the Commission under the Securities Act; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. The Prospectus Supplement, dated January&nbsp;13, 2015, in the form filed
with the Commission under the Securities Act; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. The charter of the Company (the &#147;Charter&#148;), certified by the State Department
of Assessments and Taxation of Maryland (the &#147;SDAT&#148;); </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. The Bylaws of the Company, certified as of the date hereof by an
officer of the Company; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. Resolutions adopted by the Board of Directors of the Company and a duly authorized committee thereof relating to, among other matters, the
registration and issuance of the Shares (the &#147;Resolutions&#148;), certified as of the date hereof by an officer of the Company; </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Hudson Pacific Properties, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">January 20, 2015 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> Page
 2
 </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. A certificate executed by an officer of the Company, dated as of the date hereof; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the
assumptions, limitations and qualifications stated herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In expressing the opinion set forth below, we have assumed the following: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party&#146;s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents
are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written
modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. The Shares will not be issued or transferred in violation of any restriction or limitation contained in Article VI of the Charter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. The issuance of the Shares has been duly authorized and, when and if delivered against payment therefor in
accordance with the Registration Statement and the Resolutions, the Shares will be validly issued, fully paid and nonassessable. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Hudson Pacific Properties, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">January 20, 2015 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> Page
 3
 </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing opinion is limited to the laws of the State of Maryland and we do not express
any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To
the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the
effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters
expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This opinion is being furnished to you for submission to the Commission as an exhibit to the Company&#146;s Current Report on Form&nbsp;8-K
relating to the issuance of the Shares (the &#147;Current Report&#148;). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that
we are within the category of persons whose consent is required by Section&nbsp;7 of the Securities Act. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top">Very truly yours,</TD></TR>
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<TD VALIGN="top">/s/ Venable LLP</TD></TR>
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