REIT CONTRIBUTION AGREEMENT

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Exhibit 10.37

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 PARTNERSHIP,

EA REALTY, A CALIFORNIA LIMITED PARTNERSHIP,

NEW SEPTEMBER, LLC

AND

THE CONTRIBUTORS SIGNATORY HERETO

TABLE OF CONTENTS

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DEFINED TERMS

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REIT CONTRIBUTION AGREEMENT

        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 " Contributor " and, collectively, the " Contributors ").

RECITALS

        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 (the " Institutional Funds ") and certain investment funds (the " Investment Funds "), in each case identified as such on Exhibit A hereto (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 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, immediately following 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, a California limited partnership (" DERF 2005 ")) pursuant to which a wholly owned subsidiary of the Operating Partnership will merge with and into each DERA Fund, in each case, with the DERA Fund as the surviving entity (each a " Fund Merger " and, collectively, the " Fund Mergers ") and, as a result thereof, 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 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, 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;

        WHEREAS, the REIT desires to acquire DERA and Douglas, Emmett and Company, a California corporation (" DECO "), by merger (the " DERA/DECO Mergers "), and the Operating Partnership desires to acquire by contribution P.L.E. Builders, Inc., a California corporation (together with DERA and DECO, the " Management Companies "; the Management Companies, the DERA Funds and the Single Asset Entities are collectively referred to as the " 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, in the case of a Valid Election to receive shares of REIT Common Stock (" REIT Shares "), pursuant to and in accordance with the terms of the applicable Formation Transaction Documentation, prior to the effective time of the mergers contemplated therein, the holder of any Pre-Formation Interest for which a Valid Election to receive REIT Shares has been made (other than Pre-Formation Interests with respect to DERF 2005 and Pre-Formation Interests held by Non-Performing Contributors (defined below)) will, in lieu of converting such Pre-Formation Interest pursuant to the applicable merger, directly contribute such Pre-Formation Interest to the REIT in exchange for REIT Shares pursuant to this Agreement;

        WHEREAS, each Contributor has made a Valid Election to receive REIT Shares with respect to all or a portion of its Pre-Formation Interests as set forth on such Contributor's Consent Form and Schedule I hereto;

        WHEREAS, prior to the effective time of the applicable mergers contemplated in certain of the other Formation Transaction Documentation, each Contributor desires to contribute to the REIT, and the REIT desires to acquire from such Contributor, all of such Contributor's right, title and interest as a holder of Pre-Formation Interests, including, without limitation, all of such Contributor's voting rights and interests in the capital, profits and losses of the applicable Douglas Emmett Entity, constituting all of such Contributor's interest in respect of its Contributed Interest, in exchange for REIT Shares, and such exchange is expected to constitute a taxable exchange for United States Federal income tax purposes;

        WHEREAS, upon receipt of the Contributed Interests and prior to the effective time of the applicable mergers contemplated in the Formation Transaction Documentation, the REIT shall contribute the Contributed Interests to the Operating Partnership in exchange for that number of units of limited partnership in the Operating Partnership (" OP Units ") equal to the number of REIT Shares issued by the REIT to the Contributors;

        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 the Contributed Interest (which the REIT previously contributed to the Operating Partnership), 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 Board of Directors of the REIT has (i) approved this Agreement and (ii) determined that each of this Agreement and the transactions contemplated hereby are in the best interests of the REIT; and

        WHEREAS, all necessary approvals have been obtained by the parties to this Agreement and the other transactions contemplated by the Formation Transaction Documentation.

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        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.     At the Closing and subject to the terms and conditions contained in this Agreement, the following transactions shall be consummated:

        (a)     Contribution by Contributors.     

          (i)  In consideration of the REIT Share Consideration as provided in Section 1.02, each Contributor hereby assigns, sets over, and transfers to the REIT, absolutely and unconditionally and free and clear of all Liens (other than those arising under the Organizational Agreements governing such Contributor's Contributed Interest), all of its right, title and interest in and to its Contributed Interest, including all rights to indemnification in favor of such Contributor under the partnership, limited liability company or similar agreement(s) of the applicable Douglas Emmett Entities (the " Organizational Agreements ") governing the Contributed Interest; provided , that the REIT accepts the assignment by such Contributor and agrees to be bound by the terms of the Organizational Agreements governing such Contributor's Contributed Interest 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 such Contributor in the applicable Douglas Emmett Entities with respect to such Contributor's Contributed Interest on or after the Closing Date.

         (ii)  In accordance with the terms of the Organizational Agreements governing such Contributor's Contributed Interest, this Agreement shall serve as notice to the general partner or manager, as the case may be, of each of the applicable Douglas Emmett Entities of the transfer of such Contributor's Contributed Interest, and such general partner or manager, as the case may be, of each of the applicable Douglas Emmett Entities consents to, and agrees and acknowledges that all requirements and conditions for such transfer and the admission of the REIT as a substituted limited partner or member, as the case may be, have been satisfied or otherwise waived.

        (iii)  All of the parties hereto agree that, as a result of the assignment and assumptions hereunder, for purposes of the Organizational Agreements governing such Contributor's Contributed Interest, the REIT shall be a substituted limited partner or member, as the case may be, of the applicable Douglas Emmett Entity.

        (iv)  Notwithstanding anything herein to the contrary, in the event that a Contributor fails to perform under this Agreement as a result of a breach by such Contributor hereunder which breach has not been waived by the Closing (a " Non-Performing Contributor "), such Contributor's Contributed Interest shall not be contributed hereunder but shall instead be treated as a .Pre-Formation Interest that is converted into the right to receive REIT Shares in the applicable merger in accordance with the terms of the applicable Formation Transaction Documentation.

        (b)     Contribution by REIT.     

          (i)  Immediately upon receipt of the Contributed Interests from the Contributors and payment of the REIT Share Consideration (defined below) in accordance with Section 1.02, and subject to the terms and conditions contained in this Agreement, the REIT shall contribute and transfer the Contributed Interests to the Operating Partnership, on the same basis as the Contributors contributed such interests to the REIT pursuant to clause (a) above, and the

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provisions of such clause (a) shall apply mutatis mutandis to such contribution and transfer, and, accordingly, all of the parties hereto agree that the Operating Partnership shall be a substituted limited partner or member, as the case may be, of the applicable Douglas Emmett Entities.

         (ii)  In exchange for such Contributed Interests, the Operating Partnership shall issue to the REIT that number of OP Units equal to the number of REIT Shares issued to the Contributors as REIT Share Consideration.

        Section 1.02    CONSIDERATION.     

        (a)   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, either pursuant to this Agreement or as a result of and upon consummation of the 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 (for all purposes under this Section 1.02, any REIT Shares and 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. For all purposes under this Section 1.02, any REIT Shares so paid and issued will be valued at the IPO Price.

        (b)   " Fund Value " means for each Institutional Fund and each Single Asset Entity (i) the respective percentage for such Douglas Emmett Entity set forth in the Duff & Phelps LLC fairness opinion dated February 14, 2006, multiplied by (ii) an amount equal to (A) the Total Formation Transaction Value less (B) the Special Investment Amount. 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) (the amounts under clauses (i) and (ii) are collectively referred to as the " DERF 2005 Investment Amount "), 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. An amount (the " Allocated Share ") of the Fund Value of each Institutional Fund or Single Asset Entity, as the case may be, shall be allocated to each Pre-Formation Interest or portion thereof in such Douglas Emmett Entity in accordance with the applicable distribution provisions of the Organizational Agreements of such Institutional Fund or Single Asset Entity (Section 5.3 of each Institutional Fund partnership agreement and the comparable provision of the applicable Single Asset Entity Organizational Agreement), treating the Allocated Share as a distribution of distributable net proceeds

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from sales in accordance therewith, it being expressly acknowledged and agreed by the parties hereto that such distribution provisions shall apply to such allocations. Each Pre-Formation Participant in each Investment Fund shall be entitled to its Percentage Allocated Share (as defined in the Investment Fund Merger Agreements) of such Investment Fund with respect to its Pre-Formation Interest therein. As used herein with respect to a Pre-Formation Interest in an Investment Fund, "Allocated Share" means the Percentage Allocated Share.

        (c)   At the Closing, but prior to the effective time of the applicable DERA Fund or Single Asset Entity merger, the REIT shall, in exchange for each Contributed Interest, issue to the Contributor of such Contributed Interest a number of REIT Shares with an aggregate value equal to the Allocated Share in each applicable DERA Fund or Single Asset Entity in respect of that Contributed Interest (the " REIT Share Consideration "). No fractional REIT Shares shall be issued pursuant to this Agreement. If aggregating all REIT Shares that a holder of Contributed Interests would otherwise be entitled to receive as a result of any of the Formation Transactions would require the issuance of a fractional REIT Share, in lieu of such fractional REIT Share the holder shall be entitled to receive an amount in cash determined by multiplying the fraction of a REIT Share 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 REIT Share. In the event that a holder of Pre-Formation Interests participates in any of the mergers pursuant to the Formation Transaction Documentation in combination with the contribution contemplated by this Agreement, any cash payable to such holder in lieu of fractional REIT Shares shall be paid pursuant to the applicable merger agreements and not pursuant to this Agreement.

        Section 1.03    FURTHER ACTION.     If, at any time after the Closing, the REIT 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 REIT or the Operating Partnership the right, title or interest in or to a Contributed Interest, the Contributor of such Contributed Interest shall execute and deliver all such deeds, bills of sale, assignments and assurances and to 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 such Contributed Interest 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; and provided further , that the REIT will bear any out-of-pocket expenses not caused by a material breach of this Agreement by such Contributor.

        Section 1.04    DISTRIBUTION OF PRE-CLOSING CASH FLOW.     Immediately prior to the Closing Date, each DERA Fund and each Single Asset Entity shall distribute its good faith estimate of the Adjusted Net Operating Income of such DERA Fund or Single Asset Entity, as the case may be, for the period commencing on July 1, 2005 and ending on the Closing Date, to holders of Pre-Formation Interests in such DERA Fund or Single Asset Entity, as the case may be, in accordance with the applicable provisions of the Organization Agreement of such DERA Fund or Single Asset Entity (Section 5.3 of each DERA Fund's partnership agreement and the comparable provision of the applicable Single Asset Entity Organizational Agreement) (less any such amounts previously distributed to holders of such Pre-Formation Interests during such period), and no other amount. For purposes of this Agreement, " Adjusted Net Operating Income " means, with respect to any period, (A) net income before unrealized appreciation (depreciation) in real estate investments and the fair value of derivatives, i.e., the line item after deduction for minority interests, if any (but adding back any depreciation or amortization used to calculate such line item), of the Fund and the Fund Subsidiaries on a consolidated basis for such period (as determined on the same fair value basis of accounting historically employed by the Fund) less (B) the Capital Expense Allowance.

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        Section 1.05    CALCULATION OF REIT SHARE CONSIDERATION.     As soon as practicable following the determination of the IPO Price and prior to the Closing, all calculations relating to the REIT Share Consideration shall be performed in good faith by, or under the direction of, REIT and shall be final and binding upon the Contributors.

        Section 1.06    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 any of the Contributors have any responsibility for such costs and expenses.

        Section 1.07    ALTERNATIVE DIVISION OF TOTAL FORMATION TRANSACTION VALUE.     Notwithstanding anything else to the contrary in this Agreement, the REIT may also set forth in the final IPO prospectus an alternate division of the Total Formation Transaction Value into a larger amount of cash and correspondingly fewer REIT Shares and OP Units to be used if and to the extent the over-allotment option in the IPO is exercised (an " Alternative Division "). In the event of an Alternative Division, the following provisions shall apply:

        (A)  The actual amount of cash and number of REIT Shares and OP Units finally allocated to Pre-Formation Participants as part of the Total Formation Transaction Value shall be determined by the REIT based on whether and the extent to which the over-allotment option is exercised, with (1) the final amount of cash in the Total Formation Transaction Value being equal to (i) the minimum cash set forth in the final IPO prospectus plus (ii) the net proceeds from the exercise of the over-allotment option, but in any case not more than the maximum amount of cash specified in such Alternative Division, and (2) the number of REIT Shares and OP Units in the Total Formation Transaction Value being adjusted correspondingly based on the actual amount of cash included pursuant to clause (1) above.

        (B)  At the Closing, but prior to the effective time of the DERA Fund and Single Asset Entity mergers, the REIT shall issue to each Contributor in exchange for its Contributed Interest (1) a number of REIT Shares that would constitute such Contributor's Contributed Interest if the Elected REIT Share Percentage was were calculated on the basis that the maximum amount of cash specified in the Alternative Division is were included in the Total Formation Transaction Value, and (2) a right to receive, as promptly as practicable after the earlier of the exercise of the over-allotment option in full or the termination of the over-allotment option, (i) such number of additional REIT Shares as is required to bring the aggregate number of REIT Shares issued to such Contributor under this Agreement to the number of REIT Shares that would constitute such Contributor's Contributed Interest if when the Elected REIT Share Percentage was is calculated on the basis that using the maximum actual amount of cash specified in the Alternative Division is included in the Total Formation Transaction Value and (ii) the remainder of the REIT Share Consideration in cash.

        (C)  No cash shall be paid with respect to any fractional REIT Shares in the initial issuance pursuant to (B)(1) of this Section, and instead any such fractional REIT Shares shall be aggregated with any fractional REIT Shares in respect of the subsequent distribution pursuant to (B)(2) of this Section and paid as provided herein.

        (D)  The calculations by the REIT of the consideration to be paid for the Contributed Interest shall be done as soon as practicable following each of (i) the determination of the IPO Price and prior to the Effective Time and (ii) the earlier of the exercise of the over-allotment option or the termination of the over-allotment option, and the REIT shall take all necessary action provided in this Agreement with respect to the payment of the REIT Share Consideration at both of such times.

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        (E)  In exchange for the contribution of Contributed Interests by the REIT to the OP hereunder, the Operating Partnership shall issue to the REIT that number of OP Units equal to the aggregate number of REIT Shares actually issued to the Contributors hereunder.

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.

        (b)     Conditions to Obligations of the REIT.     The obligations of the REIT are further subject to satisfaction of the following conditions (any of which may be waived by the REIT 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)     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.

        (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 REIT 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 REIT.     The REIT 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 REIT 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 REIT to consummate the transactions contemplated by this Agreement) shall have been obtained.

        (iv)     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.

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        (v)     Management Company Mergers.     The DERA/DECO Mergers shall have been consummated. 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 the 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 by this Agreement shall be 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 REIT in its sole discretion. The Closing hereunder and the closing of the IPO shall be deemed concurrent for all purposes.

        Section 2.03    DELIVERY OF REIT SHARES.     At the Closing (or as soon