HBRCT OP CONTRIBUTION AGREEMENT

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Exhibit 10.38

         HBRCT OP CONTRIBUTION AGREEMENT

DATED AS OF JUNE 15, 2006

BY AND AMONG

DOUGLAS EMMETT PROPERTIES, LP,

DOUGLAS EMMETT REALTY ADVISORS

AND

HBRCT LLC

TABLE OF CONTENTS

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DEFINED TERMS

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HBRCT OP CONTRIBUTION AGREEMENT

        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.

RECITALS

        WHEREAS, the Contributor owns a two percent (2%) membership interest in DEG, LLC, a Delaware limited liability company (" DEG "), and Douglas Emmett Realty Fund 2002, a California limited partnership (" DERF 2002 "), indirectly owns a ninety-eight percent (98%) membership interest in DEG;

        WHEREAS, the Contributor owns a two percent (2%) membership interest in DEGA, LLC, a Delaware limited liability company (" DEGA "), and Douglas Emmett Realty Fund 2005, a California limited partnership (" DERF 2005 "), indirectly owns a ninety-eight percent (98%) membership interest in DEGA;

        WHEREAS, the REIT desires to consolidate the ownership of a portfolio of office, residential and other properties currently owned or ground leased, directly or indirectly, by (i) certain institutional funds, including DERF 2002 and DERF 2005, and certain investment funds identified as such on Exhibit A hereto (collectively, the " DERA Funds "), for which DERA acts as the general partner, and (ii) certain single asset entities identified as such on Exhibit A hereto (the " Single Asset Entities ") and 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, concurrently with the execution of this Agreement, (A) the REIT and the Operating Partnership will enter into (i) an agreement and plan of merger with each other DERA Fund (other than DERF 2005) pursuant to which the REIT will acquire directly or indirectly the profits interests and limited partnership interests in such DERA Funds (other than the interests of three funds identified as the " Investment Funds " in Exhibit A ) in consideration of each such interest's allocated share of the respective value of such DERA Fund (other than the Investment Funds' allocated shares and DERA's allocated shares, which shall have previously been acquired, directly or indirectly, by the REIT), (ii) an agreement and plan of merger with each of the Investment Funds pursuant to which, immediately prior to the Merger (defined below) and the mergers described in clause (i), the REIT will acquire directly or indirectly all interests in the Investment Funds in consideration of each of the Investment Fund's allocated share of the respective value of the DERA Funds in which they own an interest, and (iii) an agreement and plan of merger with each of the Single Asset Entities pursuant to which the REIT will acquire directly or indirectly all interests in the Single Asset Entities in consideration of each such interest's allocated share of the respective value of such Single Asset Entity, and (B) the REIT will enter into an agreement and plan of merger with DERF 2005 and Douglas Emmett 2005 REIT, Inc., a Maryland corporation and Subsidiary of DERF 2005 (" 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 each DERF 2005 partnership interest's allocated share of DERF 2005 (other than DERA's allocated share, which shall have previously been acquired, directly or indirectly, by the REIT);

        WHEREAS, prior to the mergers identified in the preceding paragraph, the REIT desires to acquire DERA and Douglas, Emmett and Company, a California corporation and the Operating Partnership desires to acquire P.L.E. Builders, Inc., a California corporation (collectively, the " Management Companies ") and, together with the DERA Funds and the Single Asset Entities, the

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" Douglas Emmett Entities ") (the transactions contemplated by this Agreement and the other Formation Transaction Documentation are hereinafter referred to as the " Formation Transactions "; the " Pre-Formation Participants " are the holders of the equity interests (including the profits interests and the general and limited partnership interests) in all of the Douglas Emmett Entities immediately prior to the Formation Transactions, and such interests held by Pre-Formation Participants are hereinafter referred to as " Pre-Formation Interests "; and the " Formation Transaction Documentation " means all of the merger agreements and contribution agreements (including this Agreement), substantially in the forms accompanying the Request for Consent dated March 24, 2006 and identified in Exhibit B hereto, pursuant to which all of the equity interests in the Douglas Emmett Entities held by the Pre-Formation Participants are to be acquired as part of the Formation Transactions);

        WHEREAS, the Formation Transactions relate to the proposed initial public offering (the " IPO ") of the common stock, par value $.01 per share (" REIT 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, prior to the effective time of the applicable mergers contemplated in certain of the other Formation Transaction Documentation, the Contributor desires to contribute to the Operating Partnership all of its interest in DEG (the " DEG Contributed Interest ") and DEGA (the " DEGA Contributed Interest " and, together with the DEG Contributed Interest, the " Contributed Interests "), and the Operating Partnership desires to acquire from the Contributor, all of the Contributor's right, title and interest as a holder of Pre-Formation Interests, including, without limitation, all of the Contributor's voting rights and interests in the capital, profits and losses of DEG and DEGA, constituting all of the Contributor's interest in respect of the Contributed Interests, 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; and

        WHEREAS, all necessary approvals have been obtained by each of the Operating Partnership and the Contributor to consummate the transactions contemplated herein and by the other Formation Transaction Documentation.

        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

CONTRIBUTION

        Section 1.01    CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION.     

        (a)   At the Closing and subject to the terms and conditions contained in this Agreement, the Contributor hereby assigns, sets over, and transfers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens (other than those arising under the DEG Operating Agreement and the DEGA Operating Agreement), all of its right, title and interest in and to the Contributed Interests, including all rights to indemnification in favor of the Contributor under the agreements pursuant to which the Contributor acquired the Contributed Interests transferred pursuant to this Agreement; provided , that the Operating Partnership accepts the assignment by the Contributor and agrees to be bound by the terms of the DEG Operating Agreement and the DEGA Operating Agreement 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 the Contributor as a member of DEG and DEGA with respect to the Contributed Interests arising solely on or after the Closing Date.

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        (b)   In accordance with the respective terms of the DEG Operating Agreement and the DEGA Operating Agreement, this Agreement shall serve as notice to the Manager of the transfer of the Contributor's Contributed Interests, and the Manager consents to, and agrees and acknowledges that all requirements and conditions for such transfer and the admission of the Operating Partnership as a substituted member have been satisfied or otherwise waived.

        (c)   All of the parties hereto agree that, as a result of the assignment and assumptions hereunder, for purposes of the DEG Operating Agreement and the DEGA Operating Agreement, the Operating Partnership shall be a member of DEG and DEGA.

        Section 1.02    CONSIDERATION.     Under and subject to the terms and conditions of the respective Formation Transaction Documentation, as the result of an irrevocable election indicated on Consent Form submitted by a Pre-Formation Participant or as a result of the failure of a Pre-Formation Participant to submit a Consent Form, each Pre-Formation Participant is irrevocably bound to accept and entitled to receive upon consummation of the Formation Transactions, a specified share of the pre-IPO equity value of the Douglas Emmett Entities in the form of the right to receive cash, REIT Shares or OP Units. The " Total Formation Transaction Value " means the aggregate dollar value of (i) the cash, (ii) the REIT Shares and (iii) the OP Units that are allocated to all Pre-Formation Participants in the Formation Transactions (for all purposes under this Section 1.02, any OP Units shall be valued at the IPO Price), which shall not be less than $1.0 billion, shall be determined by the REIT acting in good faith based upon the pricing in the IPO and the number of REIT Shares sold in the IPO (excluding the over-allotment option, if any) and shall be specified by the REIT in the final IPO prospectus. The amount of cash included in the Total Formation Transaction Value shall not be less than 90% of the difference between the aggregate net proceeds from the IPO (excluding the over-allotment option, if any) and 100% of the payments for the preferred equity held by The Prudential Insurance Company of North America, Inc. in the DERA Funds.

        " HBRCT Value " equals the sum of (1) the amount of the DERF 2002 Value allocable to the DEG Contributed Interest in accordance with Section 7.1 of the DEG Operating Agreement, plus (2) the amount of the DERF 2005 Value allocable to the DEGA Contributed Interest in accordance with Section 7.1 of the DEGA Operating Agreement, plus (3) the sum of (i) 100% of the aggregate amount, during the period commencing on July 1, 2005 and ending on the Closing Date (defined below) of (x) Capital Contributions (as defined in the DEGA Operating Agreement) made to DEGA by the Contributor HBRCT, if any (such capital contributions by the Contributor, if any, are referred to as the " Additional Contributions "), plus (ii) a return on such Additional Contributions at an annualized rate of ten percent (10%) for the period commencing on the date on which each such Additional Contribution is made and ending on the Closing Date (for purposes of calculating the return, a capital contribution shall be deemed made on the date due, or if made after the due date, on the date received). " DERF 2002 Value " means the amount equal to 40.5390% of the portion of the Total Formation Transaction Value allocated to DERF 2002, as determined in accordance with the DERF 2002 merger agreement, and " DERF 2005 Value " means the amount equal to 89.9818% of the portion of the Total Formation Transaction Value allocated to DERF 2005, as determined in accordance with the DERF 2005 merger agreement.

        At Closing, and subject to the terms and conditions contained in this Agreement, the Operating Partnership shall, in exchange for the Contributed Interests, issue to the Contributor a number of OP Units (the " HBRCT Unit Consideration ") equal to the HBRCT Value divided by the IPO Price. No fractional OP Units shall be issued pursuant to this Agreement. In lieu thereof, the Contributor shall receive an amount in cash determined by multiplying the fraction of an OP Unit to which the Contributor would otherwise have been entitled, by the IPO Price. No interest will be paid or will accrue on any cash paid or payable in lieu of any fractional OP Unit; and provided further , that the Operating Partnership will bear any out-of-pocket expenses not caused by a material breach of this Agreement by the Contributor.

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        Section 1.03    FURTHER ACTION.     If, at any time after the Closing, the Operating Partnership shall determine or be advised that any deeds, bills of sale, assignments, assurances or other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Operating Partnership the right, title or interest in or to the Contributed Interests, the Contributor shall execute and deliver all such deeds, bills of sale, assignments and assurances and take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in the Contributed Interests or otherwise to carry out this Agreement; provided , that the Contributor shall not be obligated to take any action or execute any document if the additional actions or documents impose additional liabilities, obligations, covenants, responsibilities, representations or warranties on the Contributor that are not contemplated by this Agreement or reasonably inferable by the terms herein.

        Section 1.04    CALCULATION OF HBRCT UNIT CONSIDERATION.     As soon as practicable following the determination of the IPO Price and prior to the Closing, all calculations relating to the HBRCT Unit Consideration shall be performed in good faith by, or under the direction of, the Operating Partnership and shall be final and binding upon the Contributor.

        Section 1.05    TRANSACTION COSTS.     If the Closing occurs, the REIT and the Operating Partnership shall be solely responsible for all transaction costs and expenses of the REIT, the Operating Partnership and the Douglas Emmett Entities in connection with the Formation Transactions and the IPO, which include, but are not limited to, the underwriting discounts and commissions. In no event shall the Contributor have any responsibility for such costs and expenses.

ARTICLE II

CLOSING

        Section 2.01    CONDITIONS PRECEDENT.     

        (a)     Condition to Each Party's Obligations.     The respective obligation of each party to effect the contribution contemplated by this Agreement and to consummate the other transactions contemplated hereby to occur on the Closing Date is subject to the satisfaction or waiver on or prior to the effective time of the mergers contemplated in the applicable Formation Transaction Documentation, of the following conditions:

        (i)     Registration Statement.     The Registration Statement (defined below) shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings by the Securities and Exchange Commission (" SEC ") seeking a stop order. This condition may not be waived by any party.

        (ii)     IPO Proceeds.     The REIT shall have received the proceeds from the IPO. This condition may not be waived by any party.

        (iii)     No Injunction.     No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction or other order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of any of the transactions contemplated in this Agreement nor shall any of the same brought by a Governmental Authority of competent jurisdiction be pending that seeks the foregoing.

        (iv)     Formation Transactions.     The other Formation Transactions shall have been consummated. This condition may not be waived by any party.

        (b)     Conditions to Obligations of the Operating Partnership.     The obligations of the Operating Partnership are further subject to satisfaction of the following conditions (any of which may be waived by the Operating Partnership in whole or in part):

        (i)     Representations and Warranties.     Except as would not have a Material Adverse Effect, the representations and warranties of the Contributor contained in this Agreement, as well as those of

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the Principals contained in the Representation, Warranty and Indemnity Agreement, shall be true and correct at the Closing as if made again at that time (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date).

        (ii)     Performance by the Contributor.     The Contributor shall have performed in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

        (iii)     Consents, Etc.     All necessary consents and approvals of Governmental Authorities or third parties (including lenders) for the Contributor to consummate the transactions contemplated hereby (except for those the absence of which would not have a material adverse effect on the ability of the Contributor to consummate the transactions contemplated by this Agreement) shall have been obtained.

        (iv)     Representation, Warranty and Indemnity Agreement.     The Principals shall have entered into the Representation, Warranty and Agreement.

        (c)     Conditions to Obligations of the Contributor.     The obligation of the Contributor to effect the contribution contemplated by this Agreement and to consummate the other transactions contemplated hereby to occur on the Closing Date are further subject to satisfaction of the following conditions:

        (i)     Representations and Warranties.     Except as would not have a Material Adverse Effect, the representations and warranties of the Operating Partnership contained in this Agreement shall be true and correct at the Closing as if made again at that time (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date).

        (ii)     Performance by the Operating Partnership.     The Operating Partnership shall have performed in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

        (iii)     Registration Rights Agreement.     The REIT shall have entered into the registration rights agreement, substantially in the form attached as Exhibit C hereto. This condition may not be waived by any party hereto.

        (iv)     Total Formation Transaction Value.     The Total Formation Transaction Value shall not be less than $1.0 billion and the amount of cash included in the Total Formation Transaction Value shall not be less than 90% of the difference between (i) the aggregate net proceeds from the IPO (excluding the over-allotment option, if any) and (ii) 100% of the payments for the preferred equity held by The Prudential Insurance Company of North America, Inc. in the DERA Funds. This condition may not be waived by any party.

        Section 2.02    TIME AND PLACE.     Unless this Agreement shall have been terminated pursuant to Section 2.02 hereof, and subject to satisfaction or waiver of the conditions in Section 2.01 hereof, the closing of the transfer contemplated by Section 1.01 and the other transactions contemplated hereby shall occur on the day on which the REIT receives the proceeds from the IPO from the underwriter(s) (the " Closing " or the " Closing Date "). The Closing shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Los Angeles, California 90071 or such other place as determined by the Operating Partnership in its sole discretion. The transfer described in Section 1.01 hereof and all closing deliveries shall be deemed concurrent for all purposes.

        Section 2.03    DELIVERY OF OP UNITS.     The issuance of the HBRCT Unit Consideration shall be evidenced by an amendment to the Operating Partnership Agreement (defined below). At the Closing (or as soon as reasonably practicable thereafter), the Operating Partnership shall deliver or cause to be delivered to the Contributor an executed copy of such amendment.

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        Section 2.04    CLOSING DELIVERIES.     At the Closing, the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the Attorney-in-Fact (described in Article VI hereof), any other documents reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Contributed Interests, free and clear of all Liens and to effectuate the transactions contemplated hereby.

        Section 2.05    CLOSING COSTS.     The Operating Partnership shall pay any documentary transfer taxes, escrow charges, title charges and recording taxes or fees incurred in connection with the transactions contemplated hereby.

        Section 2.06    TERM OF THE AGREEMENT.     This Agreement shall terminate automatically if (i) the initial registration statement of the REIT for the IPO has not been filed with the Securities and Exchange Commission by December 31, 2006, or (ii) the contributions contemplated herein shall not have been consummated on or prior to April 20, 2007 (such date is hereinafter referred to as the " Outside Date ").

        Section 2.07    EFFECT OF TERMINATION.     In the event of termination of this Agreement for any reason, all obligations on the part of the Operating Partnership, DERA and the Contributor under this Agreement shall terminate, except that the obligations set forth in Article VII shall survive, it being understood and agreed, however, for the avoidance of doubt, that if this Agreement is terminated because one or more of the conditions to the non-breaching party's obligations under this Agreement are not satisfied by the Outside Date as a result of the other party's material breach of a covenant, representation, warranty or other obligation under this Agreement or any other Formation Transaction Documentation, the non-breaching party's right to pursue all legal remedies with respect to such breach will survive such termination unimpaired.

        Section 2.08    TAX WITHHOLDING.     The Operating Partnership shall be entitled to deduct and withhold, from the consideration payable pursuant to this Agreement to the Contributor, such amounts as the Operating Partnership is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Operating Partnership, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Contributor in respect of which such deduction and withholding was made by the Operating Partnership.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF THE OPERATING PARTNERSHIP

        The Operating Partnership hereby represents and warrants to and covenants with the Contributor as follows:

        Section 3.01    ORGANIZATION; AUTHORITY.     

        (a)   The Operating Partnership is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Operating Partnership has all requisite power and authority to enter this Agreement and the other Formation Transaction Documentation to which it is a party and to carry out the transactions contemplated hereby and thereby, and to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable Law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on the Operating Partnership and the Operating Partnership Subsidiaries (defined below) taken as a whole.

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        (b)   Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the Operating Partnership (each an " Operating Partnership Subsidiary "), (ii) the ownership interest therein of the Operating Partnership, and (iii) if not wholly owned by the Operating Partnership, the identity and ownership interest of each of the other owners of such Operating Partnership Subsidiary. Each Operating Partnership Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable Law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the Operating Partnership and the Operating Partnership Subsidiaries taken as a whole.

        Section 3.02    DUE AUTHORIZATION.     The execution, delivery and performance of this Agreement and the other Formation Transaction Documentation by the Operating Partnership have been duly and validly authorized by all necessary action of the Operating Partnership. This Agreement, the other Formation Transaction Documentation and each agreement, document and instrument executed and delivered by or on behalf of the Operating Partnership pursuant to this Agreement or the other Formation Transaction Documentation constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation