ASSET CONTRIBUTION AGREEMENT

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Exhibit 10.39

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, LP

TABLE OF CONTENTS

i

ASSET CONTRIBUTION AGREEMENT

        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.

RECITALS

        WHEREAS, the REIT desires to consolidate the ownership of a portfolio of office, residential and other properties currently owned, directly or indirectly, by (i) certain institutional funds and certain investment funds (collectively, the " DERA Funds "), for which Douglas Emmett Realty Advisors, a California corporation (" DERA "), acts as the general partner, and (ii) certain single asset entities (collectively, the " Single Asset Entities ") managed by Affiliates of DERA, whereby the REIT will acquire directly or indirectly all of the outstanding interests in the DERA Funds and the Single Asset Entities;

        WHEREAS, the REIT desires to acquire DERA and Douglas, Emmett and Company, a California corporation (" DECO " and, together with DERA, the " Management Companies "), and the Operating Partnership desires to acquire P.L.E. Builders, Inc., a California corporation (" PLE " and, together with the Management Companies, the DERA Funds and the Single Asset Entities, the " Douglas Emmett Entities "; the acquisitions of the equity interests in the Douglas Emmett Entities are referred to as the " Formation Transactions "; and the "Formation Transaction Documentation" means all of the merger agreements and contribution agreements, pursuant to which all of the equity interests in the Douglas Emmett Entities are to be acquired as part of the Formation Transactions);

        WHEREAS, the REIT desires to acquire Douglas Emmett 2005 REIT, Inc. (" DE2005 REIT "), a Maryland corporation and a subsidiary of Douglas Emmett Realty Fund 2005, a California limited partnership;

        WHEREAS, the Formation Transactions relate to the proposed initial public offering (the " IPO ") of the common stock, par value $.01 per share (the " Common Stock "), of the REIT, which will operate as a self-administered and self-managed real estate investment trust within the meaning of Section 856 of the Code;

        WHEREAS, concurrently with the execution of this Agreement, (A) the REIT and each of DERA and DECO propose to enter into an agreement and plan of merger (the " Management Company Merger Agreement "), pursuant to which DERA will be merged with and into DERA Acquisition and DECO will be merged with and into DECO Acquisition on the Closing Date, in each case, in consideration of a number of shares (" REIT Shares ") of Common Stock, and (B) the REIT will enter into an agreement and plan of merger (" DERF 2005 Merger Agreement ") with DERF 2005 and DE2005 REIT, pursuant to which DERF 2005 would first be merged into DE2005 REIT and then the REIT would acquire the interests in DE2005 REIT by merger in consideration of a number of REIT Shares and/or cash;

        WHEREAS, immediately following the Mergers (as defined in the Management Company Merger Agreement), as the case may be, the REIT desires that each of DERA Acquisition and DECO Acquisition contribute to the Operating Partnership all of such Contributor's present and future right, title and interest in the Contributed Assets and the Assumed Liabilities (each as defined below), and the Operating Partnership desires to acquire from such Contributor, all of such Contributor's present and future right, title and interest in such Contributed Assets and Assumed Liabilities, in exchange for units of limited partnership in the Operating Partnership (" OP Units ") in a transaction intended to

qualify as a tax-free transaction under Section 721 of the Code, subject to the completion of the IPO and the terms and conditions set forth herein;

        WHEREAS, immediately following the REIT Acquisition Merger (as defined in the DERF 2005 Merger Agreement), the REIT desires that DERF 2005 Acquisition contribute to the Operating Partnership all of such Contributor's present and future right, title and interest in DEGA, LLC (" DEGA ") and Douglas Emmett Residential 2005, LLC (" DE Residential 2005 "), each a Delaware limited liability company and, following the REIT Acquisition Merger, a subsidiary of DERF 2005 Acquisition (" Contributed Interests "), and the Operating Partnership desires to acquire from such Contributor, all of such Contributor's present and future right, title and interest in the Contributed Interests, in exchange for OP Units in a transaction intended to qualify as a tax-free transaction under Section 721 of the Code, subject to the completion of the IPO and the terms and conditions set forth herein; and

        WHEREAS, all necessary approvals have been obtained by each of the Operating Partnership and the REIT, acting on behalf of each of the Contributors, to consummate the transactions contemplated herein.

        NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and other terms contained in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I
CONTRIBUTIONS

        Section 1.01     CONTRIBUTION TRANSACTIONS.     At the Closing and subject to the terms and conditions contained in this Agreement, (A) each of DERA Acquisition and DECO Acquisition hereby assigns, sets over, and transfers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, all of its present and future right, title and interest in and to the Contributed Assets and the Assumed Liabilities (each as defined below) in exchange for the consideration set forth in Section 1.02; and (B) DERF 2005 Acquisition hereby assigns, sets over, and transfers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, all of its present and future right, title and interest in and to the Contributed Interests in exchange for the consideration set forth in Section 1.02. On and after the Closing Date, (i) the Operating Partnership hereby undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due all of the Assumed Liabilities; and (ii) the Operating Partnership accepts the assignment by DERF 2005 Acquisition and agrees to be bound by the terms of the Limited Liability Company Agreement of DEGA, LLC, dated as of January 3, 2005, and the Limited Liability Company Agreement of DE Residential 2005, dated as of                        , 2005 (collectively, the " Operating Agreements "), and undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due and otherwise in accordance with its terms, all agreements, covenants, conditions, obligations and liabilities of DERF 2005 Acquisition as a member in DEGA and DE Residential 2005 with respect to the Contributed Interests.

        " Contributed Assets " means all of the rights, assets and other property of the respective Management Company to which each of DERA Acquisition and DECO Acquisition succeeded as a result of the applicable Merger under the Management Company Merger Agreement. " Assumed Liabilities " means all of the debts and liabilities of the respective Management Company to which each of DERA Acquisition and DECO Acquisition, as the case may be, became subject as a result of the applicable Merger under the Management Company Merger Agreement.

        Section 1.02     CONSIDERATION.     At Closing, and subject to the terms and conditions contained in this Agreement, (A) the Operating Partnership shall, in exchange for the respective Contributed Assets contributed by DERA Acquisition and DECO Acquisition, as the case may be, issue to

2

(i) DERA Acquisition a number of OP Units equal to the number of REIT Shares issued in the DERA Merger (as defined in the Management Company Merger Agreement) and (ii) DECO Acquisition a number of OP Units equal to the