P.L.E. OP CONTRIBUTION AGREEMENT

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Exhibit 10.36

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.

TABLE OF CONTENTS

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ii

Defined Terms

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iv

P.L.E. OP CONTRIBUTION AGREEMENT

        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 ").

RECITALS

        WHEREAS, Douglas Emmett, Inc., a Maryland corporation (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 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 managed by Affiliates of DERA identified as such on Exhibit A hereto (the " Single Asset Entities "), 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 DERA Fund (other than Douglas Emmett Realty Fund 2005 (" DERF 2005 "), a California limited partnership) 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 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, immediately prior to the mergers described in clause (i), 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 indirectly by the REIT);

        WHEREAS, the REIT desires to acquire DERA and Douglas, Emmett and Company, a California corporation (" DECO " and, together with DERA, PLE, the DERA Funds and the Single Asset Entities, the " Douglas Emmett Entities "), and, concurrently with the execution of this Agreement, the REIT will enter into an agreement and plan of merger, pursuant to which DERA and DECO will merge with and into a wholly owned subsidiary of the REIT in exchange for REIT Shares, in each case with an aggregate value equal to its respective share of the Total Formation Transaction Value (defined below), and, in the case of DERA, DERA's allocated share of the value of each DERA Fund (other than the Investment Funds), DERA's share of the respective allocated shares of the Investment Funds as provided in the Investment Fund merger agreements, plus the net amount of certain assets of DERA;

        WHEREAS, the Contributors own all of the issued and outstanding shares of capital stock of PLE (the " PLE Shares "), and, subject to the terms and conditions set forth herein, each Contributor desires to contribute to the Operating Partnership, and the Operating Partnership desires to acquire from such Contributor, all of such Contributor's right, title and interest as a holder of PLE Shares in exchange for units of limited partnership interest in the Operating Partnership (" OP Units ") with an aggregate value

equal to PLE's respective share of the Total Formation Transaction Value in a transaction intended to qualify as a tax-free transaction under Section 721 of the Code (the acquisitions of all of the equity interests in each of the Douglas Emmett Entities 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, as part of the Formation Transactions, subject to the completion of the IPO and the terms and conditions of certain of the Formation Transaction Documentation, the Pre-Formation Interests of the Pre-Formation Participants, other than those Pre-Formation Interests electing to contribute such interests directly to the REIT in exchange for REIT Shares (the " Contribution "), will be converted in a series of mergers as set forth in the applicable Formation Transaction Documentation into the right to receive cash, OP Units, REIT Shares, or any combination of the foregoing, in exchange for the consideration set forth therein;

        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; and

        WHEREAS, all necessary approvals have been obtained by the parties to this Agreement 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

CONTRIBUTION

        Section 1.01    CONTRIBUTION TRANSACTION.    At the Closing and subject to the terms and conditions contained in this Agreement, each Contributor hereby assigns, sets over, and transfers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, all of its right, title and interest in and to the PLE Shares owned beneficially and of record by such Contributor, in exchange for the consideration set forth in Section 1.02.

        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 a 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 Contribution or other 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, 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

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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. For all purposes under this Section 1.02, any OP Units so paid and issued will be valued at the IPO Price.

        " PLE Consideration " means the quotient of (I) (i) 0.0521% multiplied by (ii) an amount equal to (A) the Total Formation Transaction Value less (B) the Special Investment Amount, divided by (II) the IPO Price. The " Special Investment Amount " means 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 Restated Agreement of Limited Partnership of DERF 2005 dated as of March 10, 2005, as amended) (the " DERF 2005 Partnership Agreement ") made to DERF 2005 by its partners and (y) Capital Contributions (as defined in the Limited Liability Company Agreement of DEGA, LLC, a Delaware limited liability company, dated as of January 3, 2005) made by HBRCT LLC, a Hawaii limited liability company (" HBRCT "), if any (such capital contributions by the DERF 2005 partners and HBRCT, if any, are collectively 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), plus (iii) the $60,000,000 contributed to DERA on March 15, 2006 less the amount of any Additional Contributions made by DERA to DERF 2005 after such date.

        At Closing, and subject to the terms and conditions contained in this Agreement, the Operating Partnership shall, in exchange for the PLE Shares contributed by each Contributor, issue to such Contributor a number of OP Units with an aggregate value equal to such Contributor's Applicable Percentage of the PLE Consideration. " Applicable Percentage " means, with respect to any Contributor, the quotient (expressed as a percentage) of (A) the aggregate number of PLE Shares held by such Contributor immediately prior to the Closing Date, over (B) the aggregate number of issued and outstanding PLE Shares. No fractional OP Units shall be issued pursuant to this Agreement. If aggregating all OP Units that a Contributor would otherwise be entitled to receive as a result of any of the Formation Transactions would require the issuance of a fractional OP Unit, in lieu of such fractional OP Unit, the holder shall be entitled to receive an amount in cash determined by multiplying the fraction of an OP Unit to which such holder 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.

        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 PLE Shares contributed by a Contributor, each 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 PLE Shares or otherwise to carry out this Agreement; provided , that such 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 such Contributor that are not contemplated by this Agreement or reasonably inferable by the terms herein.

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

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        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.

        Section 1.06    PRE-CLOSING DISTRIBUTIONS.    On or prior to the Closing Date, PLE shall assign and transfer all of its right, title and interest in and to its cash and other current assets and liabilities (excluding accrued employee benefits and future lease obligations) to the Contributors (and/or any other Person designated by a Contributor) in accordance with their respective Applicable Percentage (such assets and liabilities being referred to as the " Excluded Assets and Liabilities "); provided however , that other than the distributions by the Institutional Funds and the mergers and contributions contemplated by the Formation Transaction Documentation, PLE has not since July 1, 2005 taken, and shall not take, any action not in the ordinary course consistent with past practice to increase current assets or reduce current liabilities, including by increasing long-term liabilities, decreasing long-term assets, changing reserves or otherwise. The Operating Partnership agrees and acknowledges that none of the Excluded Assets and Liabilities, nor any right, title or interest of PLE or the Contributors therein, shall be deemed to constitute a part of PLE or its assets and liabilities, and that such assets and liabilities will not be owned or retained by PLE at the Closing. Notwithstanding the foregoing, PLE may elect not to assign or transfer certain of their current liabilities prior to the Closing Date (such liabilities to the extent not covered by insurance or indemnification from the DERA Funds, being referred to as the " Included Current Liabilities "), provided that PLE retains, and the Operating Partnership permits PLE to own and retain at the Closing, cash in the amount of the Included Current Liabilities. The Operating Partnership agrees and acknowledges that PLE may transfer or distribute the Excluded Assets and Liabilities at any time and from time to time prior to the Closing, and no such transfer or distribution shall be deemed to violate or breach any provision under this Agreement or any other documents contemplated hereby.

ARTICLE II

CLOSING

        Section 2.01    CONDITIONS PRECEDENT.    

        (a)     Condition to Each Party's Obligations.     The respective obligation of each party to effect the contributions 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 closing conditions set forth therein and 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.

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        (iv)     Formation Transactions.     The other Formation Transactions shall have been consummated not later than concurrently herewith. 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 each Contributor contained in this Agreement, as well as those of 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 Contributors.     Each 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 each 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 such Contributor to consummate the transactions contemplated by this Agreement) shall have been obtained.

        (iv)     No Material Adverse Change.     There shall have not occurred between the date hereof and the Closing Date any material adverse change in any of the assets, business, financial condition, results of operation or prospects of PLE.

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

        (c)     Conditions to Obligations of the Contributors.     The obligation of each 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 and the Operating Partnership 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.

        (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

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the preferred equity held by The Prudential Insurance Company of America 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 2.06 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 PLE 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 each Contributor an executed copy of such amendment.

        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 PLE Shares, 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 (the " Registration Statement ") has not been filed with the SEC by December 31, 2006, or (ii) the Contributions 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 Contributors 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 a non-breaching party's obligations under this Agreement is 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. If this Agreement shall terminate for any reason prior to completion of the Formation Transactions, the Douglas Emmett Entities shall bear all transaction costs and expenses related thereto in proportion to their respective interest in the Total Formation Transaction Value, which for PLE is as set forth in clause (I)(i) of the definition of "PLE Consideration."

        Section 2.08    TAX WITHHOLDING.    The Operating Partnership shall be entitled to deduct and withhold, from the consideration payable pursuant to this Agreement to any 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.

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ARTICLE III

REPRESENTATIONS, WARRANTIES AND
INDEMNITIES OF THE OPERATING PARTNERSHIP

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

        Section 3.01    ORGANIZATION; AUTHORITY.    

        (a)   The Operating Partnership is a limited partnership duly organized, validly