INDEMNIFICATION AGREEMENTIndemnification Agreement • September 20th, 2006 • Douglas Emmett Inc • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this day of , 2006 ("Agreement"), by and between Douglas Emmett, Inc., a Maryland corporation (the "Company"), and ("Indemnitee").
Shares DOUGLAS EMMETT, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2006 • Douglas Emmett Inc • Real estate investment trusts • New York
As Representatives of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 15, 2006 BY AND AMONG DOUGLAS EMMETT, INC., DOUGLAS EMMETT PROPERTIES, LP, DERF ACQUISITION, LLC AND DOUGLAS EMMETT REALTY FUND, A CALIFORNIA LIMITED PARTNERSHIPMerger Agreement • June 16th, 2006 • Douglas Emmett Inc • California
This AGREEMENT AND PLAN OF MERGER is made and entered into as of June 15, 2006 (this "Agreement"), by and among Douglas Emmett, Inc., a Maryland corporation (the "REIT"), Douglas Emmett Properties, LP, a Delaware limited partnership and Subsidiary of the REIT (the "Operating Partnership"), Douglas Emmett Realty Fund, a California limited partnership (the "Fund"), and DERF Acquisition, LLC, a California limited liability company to be formed prior to the Effective Time (defined below) and to be owned by the Operating Partnership and one or more of its Affiliates ("Merger Sub").
LOAN AGREEMENT dated as of March 23, 2011 among DOUGLAS EMMETT 1997, LLC, a Delaware limited liability company and WESTWOOD PLACE INVESTORS, LLC, a Delaware limited liability company, individually and collectively, jointly and severally, as Borrower...Loan Agreement • May 6th, 2011 • Douglas Emmett Inc • Real estate investment trusts • California
LOAN AGREEMENT dated as of March 23, 2011, by DOUGLAS EMMETT 1997, LLC, a Delaware limited liability company (the “DE 1997 Borrower”), and WESTWOOD PLACE INVESTORS, LLC, a Delaware limited liability company (the “Westwood Place Borrower”; the Westwood Place Borrower and the DE 1997 Borrower, individually and collectively, jointly and severally, the “Borrower”); each of the lenders (including Wells Fargo (as hereinafter defined) in its capacity as a lender) that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereto and each lender that becomes a “Lender” after the date hereof pursuant to Section 14.07(b) (individually, a “Lender” and, collectively, the “Lenders”); and WELLS FARGO BANK, N.A., as agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 3rd, 2024 • Douglas Emmett Inc • Real estate investment trusts • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of January 1, 2024 (the “Effective Date”) by and between Douglas Emmett, Inc. (the “Company”), Douglas Emmett Properties, LP (the “Partnership”), and Jordan Kaplan (“Executive”) with respect to the following facts and circumstances:
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 15, 2006 BY AND AMONG DOUGLAS EMMETT, INC., DOUGLAS EMMETT PROPERTIES, LP, BARRY ACQUISITION, LLC AND BARRY PROPERTIES, LTD., A CALIFORNIA LIMITED PARTNERSHIPMerger Agreement • June 16th, 2006 • Douglas Emmett Inc • California
This AGREEMENT AND PLAN OF MERGER is made and entered into as of June 15, 2006 (this "Agreement"), by and among Douglas Emmett, Inc., a Maryland corporation (the "REIT"), Douglas Emmett Properties, LP, a Delaware limited partnership and Subsidiary of the REIT (the "Operating Partnership"), Barry Properties, Ltd., a California limited partnership (the "Partnership"), and Barry Acquisition, LLC, a California limited liability company to be formed prior to the Effective Time (defined below) and to be owned by the Operating Partnership and one or more of its Affiliates ("Merger Sub").
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2008 • Douglas Emmett Inc • Real estate investment trusts • California
This EMPLOYMENT AGREEMENT (the "Agreement") is made effective as of October 23, 2006 (the "Effective Date") by and between Douglas Emmett, Inc. (the "Company"), Douglas Emmett Properties, LP (the "Partnership"), and Kenneth Panzer ("Executive") with respect to the following facts and circumstances:
DOUGLAS EMMETT, INC. $400,000,000 Common Stock ($0.01 par value per share) Equity Distribution AgreementEquity Distribution Agreement • October 13th, 2020 • Douglas Emmett Inc • Real estate investment trusts • New York
Douglas Emmett, Inc., a Maryland corporation (the “Company”), Douglas Emmett Management, Inc., a Delaware corporation (“DEM”) and Douglas Emmett Properties, LP, a Delaware limited partnership (the “Operating Partnership” and, collectively with the Company and DEM, the “Transaction Entities”), each confirms its agreement (this “Agreement”) with each of the managers undersigned below (each individually, a “Manager,” and together, the “Managers”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2011 • Douglas Emmett Inc • Real estate investment trusts • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of January 1, 2011 (the “Effective Date”) by and between Douglas Emmett, Inc. (the “Company”), Douglas Emmett Properties, LP (the “Partnership”), and Theodore Guth (“Executive”) with respect to the following facts and circumstances:
AMENDED AND RESTATED DISCOUNT MBS MULTIFAMILY NOTEDiscount MBS Multifamily Note • August 4th, 2006 • Douglas Emmett Inc • Real estate investment trusts • California
Pursuant to Section 4(c) of that certain Amended and Restated Discount MBS Multifamily Note dated December 22, 2004 (the "Note"), from the undersigned (the "Borrower") to FANNIE MAE, a federally-chartered and stockholder owned corporation organized and existing under the Federal National Mortgage Association Charter Act, 12 U.S.C. §1716 et seq. (the "Lender"), the Borrower hereby requests that the Lender issue to it an advance for the purpose of refinancing the Indebtedness, to be funded by a discount mortgaged backed security ("DMBS") and the Lender hereby confirms that it has obtained a commitment for the purchase of a Fannie Mae DMBS with the following terms:
DOUGLAS EMMETT, INC.Ltip Unit Award Agreement • July 10th, 2020 • Douglas Emmett Inc • Real estate investment trusts
MODIFICATION AGREEMENT (Long Form)Modification Agreement • October 3rd, 2006 • Douglas Emmett Inc • Real estate investment trusts • California
This Modification Agreement ("Agreement") is made as of , 2006, by and among Douglas Emmett 1995, LLC, a limited liability company organized under the laws of the State of Delaware ("Borrower"); each of the lenders that is a signatory hereto identified under the caption "LENDERS" on the signature pages hereto (individually, a "Lender" and, collectively, the "Lenders"); and EUROHYPO AG, NEW YORK BRANCH, as agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").
AGREEMENT OF LIMITED PARTNERSHIP OF DOUGLAS EMMETT PROPERTIES, LP a Delaware limited partnershipLimited Partnership Agreement • October 3rd, 2006 • Douglas Emmett Inc • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF DOUGLAS EMMETT PROPERTIES, LP, dated as of [ ], 2006, is made and entered into by and among DOUGLAS EMMETT MANAGEMENT, INC., a Delaware corporation, DOUGLAS EMMETT, INC., a Maryland corporation, and any additional limited partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
MODIFICATION AGREEMENT (Long Form)Modification Agreement • October 3rd, 2006 • Douglas Emmett Inc • Real estate investment trusts • California
This Modification Agreement ("Agreement") is made as of , 2006, by and among Douglas Emmett 2002, LLC, a limited liability company organized under the laws of the State of Delaware ("Borrower"); DEG, LLC, a limited liability company organized under the laws of the State of Delaware ("Original Co-Borrower"); San Vicente Plaza, a California limited partnership, and Owensmouth/Warner, LLC, a California limited liability company (individually, a "New Co-Borrower" and, collectively, the "New Co-Borrowers"); each of the lenders that is a signatory hereto identified under the caption "LENDERS" on the signature pages hereto (individually, a "Lender" and, collectively, the "Lenders"); and EUROHYPO AG, NEW YORK BRANCH, as agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").
JOINDER AND SUPPLEMENT AGREEMENTJoinder and Supplement Agreement • October 3rd, 2006 • Douglas Emmett Inc • Real estate investment trusts
This JOINDER AND SUPPLEMENT AGREEMENT (this "Joinder Agreement") dated as of , 2006, is made and executed by Douglas Emmett 1993, LLC, a limited liability company organized under the laws of the State of Delaware (the "Borrower") and BRENTWOOD PLAZA A CALIFORNIA LIMITED PARTNERSHIP (the "Co-Borrower"), and is made with reference to and is attached to that certain Modification Agreement, of even date herewith (the "Modification Agreement"), which modifies that certain Loan Agreement dated as of August 25, 2005, as Modified by the Modification Agreement (as further Modified and in effect from time to time, the "Loan Agreement") by and among the Borrower, the lenders from time to time party thereto (the "Lenders") and Eurohypo AG, New York Branch, as agent for the Lenders (together with its successors and assigns, the "Administrative Agent"). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Loan Agreement, as modified by the Modificat
DOUGLAS EMMETT, INC. 2016 OMNIBUS STOCK INCENTIVE PLAN LTIP UNIT AWARD AGREEMENTLtip Unit Award Agreement • June 20th, 2016 • Douglas Emmett Inc • Real estate investment trusts
LOAN AGREEMENT between DOUGLAS EMMETT 2008, LLC, as Borrower THE LENDERS PARTY HERETO, as Lenders and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent Dated as of March 26, 2008Loan Agreement • May 8th, 2008 • Douglas Emmett Inc • Real estate investment trusts • California
THIS LOAN AGREEMENT (this “Agreement”) is entered into as of March 26, 2008 among DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company (“Borrower”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereof and each lender that becomes a “Lender” after the date hereof pursuant to Section 12.24(2) (individually, a “Lender” and, collectively, the “Lenders”); and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
JOINDER AND SUPPLEMENT AGREEMENTJoinder and Supplement Agreement • October 3rd, 2006 • Douglas Emmett Inc • Real estate investment trusts
This JOINDER AND SUPPLEMENT AGREEMENT (this "Joinder Agreement") dated as of , 2006, is made and executed by Douglas Emmett 2002, LLC, a limited liability company organized under the laws of the State of Delaware, together with DEG, LLC, a limited liability company organized under the laws of the State of Delaware (individually and collectively, the "Borrower") and San Vicente Plaza, a California limited partnership ("San Vicente"), and Owensmouth/Warner, LLC, a California limited liability company ("Owensmouth") (San Vicente and Owensmouth, individually and collectively, the "Co-Borrower"), and is made with reference to and is attached to that certain Modification Agreement, of even date herewith (the "Modification Agreement"), which modifies that certain Loan Agreement dated as of August 25, 2005, as Modified by the Joinder and Supplement Agreement dated as of August 25, 2005, as Modified by the Modification Agreement (as further Modified and in effect from time to time, the "Loan Ag
ASSET CONTRIBUTION AGREEMENT DATED AS OF JUNE 15, 2006 BY AND AMONG DOUGLAS EMMETT, INC., DERA ACQUISITION, LLC, DECO ACQUISITION, LLC, DERF 2005 ACQUISITION, LLC AND DOUGLAS EMMETT PROPERTIES, LPAsset Contribution Agreement • June 16th, 2006 • Douglas Emmett Inc • Delaware
THIS ASSET CONTRIBUTION AGREEMENT is made and entered into as of June 15, 2006 (this "Agreement"), by and among Douglas Emmett, Inc., a Maryland corporation (the "REIT"), Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership") and subsidiary of the REIT, and DERA Acquisition, LLC ("DERA Acquisition") and DECO Acquisition, LLC ("DECO Acquisition"), each a California limited liability company to be formed and become a party to this Agreement prior to the Closing Date and to be wholly owned by the REIT, and DERF 2005 Acquisition, LLC ("DERF 2005 Acquisition" and, together with the DECO Acquisition and DERA Acquisition, the "Contributors" and each a "Contributor"), a Maryland limited liability company to be formed and become a party to this Agreement prior to the Closing Date and to be wholly owned by the REIT. Certain capitalized terms are defined in Section 4.01 of this Agreement.
DOUGLAS EMMETT PROPERTIES, LP PARTNERSHIP UNIT DESIGNATION—LTIP UNITSPartnership Unit Designation • October 3rd, 2006 • Douglas Emmett Inc • Real estate investment trusts
Pursuant to Section 4.2 of the Agreement, the Partnership hereby designates an additional class of Partnership Units to be referred to as "LTIP Units." The terms of the LTIP Units are as follows:
JOINDER AND SUPPLEMENT AGREEMENTJoinder and Supplement Agreement • September 20th, 2006 • Douglas Emmett Inc • Real estate investment trusts
This JOINDER AND SUPPLEMENT AGREEMENT (this “Joinder Agreement”) dated as of August 25, 2005, is made and executed by Douglas Emmett 2002, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”) and DEG, LLC, a limited liability company organized under the laws of the State of Delaware (the “Co-Borrower”), and is made with reference to and is attached to that certain Loan Agreement dated as of August 25, 2005 (as Modified from time to time, the “Loan Agreement”) by and among the Borrower, the lenders from time to time party thereto (the “Lenders”) and Eurohypo AG, New York Branch, as agent for the Lenders (together with its successors and assigns, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Loan Agreement.
MODIFICATION AGREEMENT (Long Form)Modification Agreement • October 3rd, 2006 • Douglas Emmett Inc • Real estate investment trusts • California
v]This Modification Agreement ("Agreement") is made as of , 2006, by and among Douglas Emmett 2000, LLC, a limited liability company organized under the laws of the State of Delaware ("Borrower"); each of the lenders that is a signatory hereto identified under the caption "LENDERS" on the signature pages hereto (individually, a "Lender" and, collectively, the "Lenders"); and EUROHYPO AG, NEW YORK BRANCH, as agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").
EXTENSION AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTSExtension Agreement • February 26th, 2010 • Douglas Emmett Inc • Real estate investment trusts • California
THIS EXTENSION AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTS (this “Extension Agreement”) is made and entered into as of October 30, 2009 (the “Extension Date”), by and among DOUGLAS EMMETT 2006, LLC, a Delaware limited liability company (“Borrower”); BANK OF AMERICA, N.A., a national banking association, as a Lender (in such capacity, “BofA”), Swing Line Lender and L/C Issuer; BMO CAPITAL MARKETS FINANCING, INC., as a Lender; BAYERISCHE LANDESBANK, as a Lender; ING REAL ESTATE FINANCE (USA) LLC, as a Lender, LANDESBANK BADEN-WÜRTTEMBERG, as a Lender; WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender, and BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Each of the parties identified above as a Lender, together with any other party who is currently a lender under the Credit Agreement or becomes a lender party to the Credit Agreement after the date
AMENDED AND RESTATED DISCOUNT MBS MULTIFAMILY NOTE (Moanalua Hillside Apartments)Discount MBS Multifamily Note • August 10th, 2007 • Douglas Emmett Inc • Real estate investment trusts • Hawaii
A Discount MBS Multifamily Note (the “Original Note”) in the original principal amount of $75,000,000.00, dated January 13, 2005, was executed by Borrower in favor of Deutsche Bank Berkshire Mortgage, Inc., a Delaware corporation (“DBBM”), and secured, inter alia, by a Multifamily Mortgage, Assignment of Rents and Security Agreement (as amended from time to time, the “Original Security Instrument”) dated as of January 13, 2005, made by Borrower in favor of DBBM, recorded with the Office of the Assistant Registrar of the Land Court of the State of Hawaii as Document No. 3218129, encumbering a certain multifamily property known as Moanalua Hillside Apartments in Honolulu, Honolulu County, Hawaii (the “Property”). The Original Note was previously endorsed by DBBM in favor of Fannie Mae and the Original Security Instrument was assigned by DBBM to Fannie Mae pursuant to an Assignment of Multifamily Mortgage, Assignment of Rents and Security Agreement dated as of January 13, 2005, filed with
MODIFICATION AGREEMENT (Long Form)Modification Agreement • October 3rd, 2006 • Douglas Emmett Inc • Real estate investment trusts • California
This Modification Agreement ("Agreement") is made as of , 2006, by and among Douglas Emmett 1997, LLC, a limited liability company organized under the laws of the State of Delaware ("Borrower"); Westwood Place Investors, LLC, a Delaware limited liability company ("Westwood Place Borrower"); each of the lenders that is a signatory hereto identified under the caption "LENDERS" on the signature pages hereto (individually, a "Lender" and, collectively, the "Lenders"); and EUROHYPO AG, NEW YORK BRANCH, as agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").
SECOND AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTSCredit Agreement • February 22nd, 2008 • Douglas Emmett Inc • Real estate investment trusts • California
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTS (this “Second Amendment”) is made and entered into as of August 31, 2007, by and among DOUGLAS EMMETT 2006, LLC, a Delaware limited liability company (“Borrower”); BANK OF AMERICA, N.A., a national banking association, as a Lender (in such capacity, “BofA”), Swing Line Lender and L/C Issuer; BMO CAPITAL MARKETS FINANCING, INC., as a Lender; BAYERISCHE LANDESBANK, as a Lender; ING REAL ESTATE FINANCE (USA) LLC, as a Lender; and BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Each of the parties identified above as a Lender, together with any other party who is currently a lender under the Credit Agreement or becomes a lender party to the Credit Agreement after the date hereof pursuant to Section 10.06 of the Credit Agreement, are sometimes referred to herein individually
CREDIT AGREEMENT Dated as of October 2006 among DOUGLAS EMMETT 2006, LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Sole...Credit Agreement • October 3rd, 2006 • Douglas Emmett Inc • Real estate investment trusts • California
P.L.E. OP CONTRIBUTION AGREEMENT DATED AS OF JUNE 15, 2006 BY AND AMONG DOUGLAS EMMETT PROPERTIES, LP, DOUGLAS EMMETT REALTY ADVISORS AND THE SHAREHOLDERS OF P.L.E. BUILDERS, INC.Contribution Agreement • June 16th, 2006 • Douglas Emmett Inc • California
THIS P.L.E. OP CONTRIBUTION AGREEMENT is made and entered into as of June 15, 2006 (this "Agreement"), by and among Douglas Emmett Properties, LP, a Delaware limited partnership and Subsidiary of the REIT (defined below) (the "Operating Partnership"), Douglas Emmett Realty Advisors, a California corporation ("DERA") (solely with respect to Article VI), and the shareholders of P.L.E. Builders, Inc., a California corporation ("PLE"), listed on the signature page hereto (each such shareholder a "Contributor" and, collectively, the "Contributors").
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • June 16th, 2006 • Douglas Emmett Inc • California
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT is made and entered into as of June 15, 2006 (this "Agreement") and is effective as of the Closing Date (as defined below), by and among Douglas Emmett, Inc., a Maryland corporation (the "REIT"), and Douglas Emmett Properties, LP, a Delaware limited partnership and subsidiary of the REIT (the "Operating Partnership", and collectively with the REIT, the "Consolidated Entities") on the one hand, and the individuals listed on the signature page hereto on the other hand (such individuals collectively, the "Principals").
REIT CONTRIBUTION AGREEMENT DATED AS OF JUNE 15, 2006 BY AND AMONG DOUGLAS EMMETT, INC., DOUGLAS EMMETT PROPERTIES, LP, DOUGLAS EMMETT REALTY ADVISORS, ABERDEEN PROPERTIES, A CALIFORNIA LIMITED PARTNERSHIP, CORAL REALTY, A CALIFORNIA LIMITED...Reit Contribution Agreement • June 16th, 2006 • Douglas Emmett Inc • California
THIS REIT CONTRIBUTION AGREEMENT is made and entered into as of June 15, 2006 (this "Agreement"), by and among Douglas Emmett, Inc., a Maryland corporation (the "REIT"), Douglas Emmett Properties, LP, a Delaware limited partnership and Subsidiary of the REIT (the "Operating Partnership") (solely with respect to Section 1.01(b)), Douglas Emmett Realty Advisors, a California corporation ("DERA"), acting in its capacity as general partner of the DERA Funds (defined below) (solely with respect to Sections 1.01 and 7.15), Aberdeen Properties, a California limited partnership, Coral Realty, a California limited partnership, EA Realty, a California limited partnership, and New September, LLC, a California limited liability company, each acting in its capacity as general partner or manager, as the case may be, of the Single Asset Entities (defined below) (in each case solely with respect to Sections 1.01 and 6.15), and the contributors whose names appear on Schedule I hereto (each a "Contribut
Employment Agreement AmendmentEmployment Agreement • December 31st, 2013 • Douglas Emmett Inc • Real estate investment trusts
This Employment Agreement Amendment is made effective as of the close of business on January 31, 2014 (the “Effective Date”) to amend that certain Employment Agreement of William Kamer effective as of January 1, 2010, as previously amended, (the “Employment Agreement”) (capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the Employment Agreement):
DOUGLAS EMMETT, INC. SUPPLEMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 22nd, 2017 • Douglas Emmett Inc • Real estate investment trusts • New York
DOUGLAS EMMETT, INC.Ltip Unit Award Agreement • February 26th, 2010 • Douglas Emmett Inc • Real estate investment trusts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2006 • Douglas Emmett Inc • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of [ ], 2006 by and among Douglas Emmett, Inc., a Maryland corporation (the "Company"), and the holders listed on Schedule I hereto (each an "Initial Holder" and, collectively, the "Initial Holders").
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 15, 2006 BY AND AMONG DOUGLAS EMMETT, INC., DERF 2005 ACQUISITION, LLC DOUGLAS EMMETT 2005 REIT, INC. AND DOUGLAS EMMETT REALTY FUND 2005, A CALIFORNIA LIMITED PARTNERSHIPMerger Agreement • June 16th, 2006 • Douglas Emmett Inc • California
This AGREEMENT AND PLAN OF MERGER is made and entered into as of June 15, 2006 (this "Agreement"), by and among Douglas Emmett, Inc., a Maryland corporation (the "REIT"), Douglas Emmett Realty Fund 2005, a California limited partnership (the "Fund"), Douglas Emmett 2005 REIT, Inc., a Maryland corporation and Subsidiary of the Fund ("DE2005 REIT"), and DERF 2005 Acquisition, LLC, a Maryland limited liability company to be formed prior to the REIT Acquisition Effective Time (defined below) and to be wholly owned by the REIT ("Merger Sub").
