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 PARTNERSHIPAgreement and Plan of Merger • 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").
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 PARTNERSHIPAgreement and Plan of Merger • 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").
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.
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 AGREEMENTIndemnity Escrow 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
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 PARTNERSHIPAgreement and Plan of Merger • 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").
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 15, 2006 BY AND AMONG DOUGLAS EMMETT, INC., DOUGLAS EMMETT PROPERTIES, LP, OWENSMOUTH ACQUISITION, LLC AND OWENSMOUTH/WARNER, LLC, A CALIFORNIA LIMITED LIABILITY COMPANYAgreement and Plan of Merger • 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"), Owensmouth/Warner, LLC, a California limited liability company ("Owensmouth"), and Owensmouth 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").
HBRCT OP CONTRIBUTION AGREEMENT DATED AS OF JUNE 15, 2006 BY AND AMONG DOUGLAS EMMETT PROPERTIES, LP, DOUGLAS EMMETT REALTY ADVISORS AND HBRCT LLCHBRCT Op Contribution Agreement • June 16th, 2006 • Douglas Emmett Inc • California
THIS HBRCT 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 (the "Operating Partnership") and Subsidiary of Douglas Emmett, Inc., a Maryland corporation (the "REIT"), and HBRCT LLC, a Hawaii limited liability company (the "Contributor"), and Douglas Emmett Realty Advisors, Inc., a California corporation ("DERA"), acting in its capacity as manager (the "Manager") of DEG and DEGA (each as defined below) (solely with respect to Sections 1.01 and 7.15). Certain capitalized terms are defined in Section 7.02 of this Agreement.
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 15, 2006 BY AND AMONG DOUGLAS EMMETT, INC., DECO ACQUISITION, LLC, DERA ACQUISITION, LLC, DOUGLAS, EMMETT AND COMPANY AND DOUGLAS EMMETT REALTY ADVISORSAgreement and Plan of Merger • 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 and Company, a California corporation ("DECO"), Douglas Emmett Realty Advisors, a California corporation ("DERA" and, together with DECO, the "Management Companies"), and DECO Acquisition, LLC ("DECO Merger Sub") and DERA Acquisition, LLC ("DERA Merger Sub" and, together with DECO Merger Sub, the "Merger Subs"), in each case, a California limited liability company to be formed prior to the Effective Times (as defined below) and to be wholly owned by the REIT.
