(1) | There are being registered hereunder (i) such indeterminate number of shares of common stock of Hudson Pacific Properties, Inc., (ii) such indeterminate number of shares of preferred stock of Hudson Pacific Properties, Inc., (iii) such indeterminate number of depositary shares of Hudson Pacific Properties, Inc., (iv) such indeterminate number of warrants of Hudson Pacific Properties, Inc. to purchase shares of common stock, shares of preferred stock or depositary shares, (v) such indeterminate number of purchase contracts of Hudson Pacific Properties, Inc., (vi) such indeterminate number of rights of Hudson Pacific Properties, Inc., (vii) such indeterminate number of units of Hudson Pacific Properties, Inc., (viii) such indeterminate principal amount of debt securities of Hudson Pacific Properties, L.P. and (ix) such indeterminate principal amount of guarantees by Hudson Pacific Properties, Inc. of the debt securities of Hudson Pacific Properties, L.P. as shall have an aggregate initial offering price not to exceed $1,000,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $1,000,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The securities registered also include such indeterminate amount of all securities previously issued hereunder. The securities registered also include such indeterminate number of rights to acquire shares of common stock or shares of preferred stock of Hudson Pacific Properties, Inc. under any shareholder rights plan then in effect, if applicable under the terms of any such plan. The securities registered also include such indeterminate number of securities as may be issued upon conversion of or exchange of other securities or that are represented by depositary shares, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and share of preferred stock as may be issuable with respect to the shares being registered hereunder as a result of share splits, share dividends or similar transactions. |