EXHIBIT 10.1


 


VACAVILLE, CALIFORNIA


 


PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS


 


between


 


VACAVILLE INVESTORS,


AS SELLER


 


and


 


SIMPSON MANUFACTURING CO., INC.,


AS PURCHASER


 


July 21, 2005


 





















 


PURCHASE AND SALE AGREEMENT AND
JOINT ESCROW INSTRUCTIONS


 


THIS PURCHASE AND SALE
AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made as of the
21st day of July 2005 (the “Effective Date”), by and between VACAVILLE
INVESTORS, a California general partnership (“Seller”), and SIMPSON MANUFACTURING
CO., INC., a Delaware corporation (“Purchaser”) with reference to the following
facts.


 


A.           Seller owns the land
and improvements located at 902 Aldridge Road, Vacaville, California, more
particularly described in Exhibit A attached hereto.


 


B.             Seller has agreed to
sell to Purchaser and Purchaser has agreed to buy from Seller the land and
property described in this Agreement in accordance with and upon satisfaction
of the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants and conditions contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE 1

PURCHASE AND SALE


 


1.1                                 Agreement
of Purchase and Sale.  Subject to the
terms and conditions hereinafter set forth, Seller agrees to sell and convey to
Purchaser, and Purchaser agrees to purchase from Seller, the following:


 


(a)                  the
land located at 902 Aldridge Road, Vacaville, California, more particularly
described in Exhibit A attached hereto, together with all
appurtenances pertaining to such property, including all right, title and
interest of Seller in and to adjacent streets, or rights-of-way (the “Land”);


 


(b)                 the
buildings, fixtures, and other improvements affixed to or located on the Land
(the “Improvements”);


 


(c)                  any
and all of Seller’s right, title, and interest in and to all tangible personal
property located upon the Land or within the Improvements, including, without
limitation, all appliances, carpeting, draperies and curtains, tools and
supplies, and other items of personal property owned by Seller (excluding cash
and any software), located on and used exclusively in connection with the
operation of the Land and the Improvements (the Personal Property”);


 


(d)                 any
and all of Seller’s right, title and interest in and to (i) all assignable
permits, licenses, approvals, and entitlements issued by any governmental
authority in connection with the Land and Improvements and (ii) if, and to
the extent in Seller’s or Seller’s manager’s possession, all plans and
specification pertaining to the Property, including as-built plans and any
survey of the Property (collectively, the “Intangibles”).


 


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1.2                                 Board
Approval.  Notwithstanding anything
in the Agreement to the contrary, this Agreement is expressly subject to the
receipt of approval of this Agreement by the Board of Directors of Purchaser,
which approval may be given or withheld in the sole discretion of the Board of
Directions (“Board Approval”).  In the
event that the Board Approval is not received at or prior to the next meeting
of such Board of Directors, which is now scheduled for July 21, 2005, this
Agreement shall be of no further force and effect.


 


1.3                                 Property
Defined.  The Land and the
Improvements are hereinafter sometimes referred to collectively as the “Real
Property.”  The Land, the Improvements,
the Personal Property, the Lease and the Intangibles are hereinafter sometimes
referred to collectively as the “Property.”


 


1.4                                 Purchase
Price.  $5,685,000.00 (“Purchase
Price”).  At Closing (as defined in Section 4.1),
Seller shall credit Purchaser the amount of the security deposit (the “Security
Deposit”) under the Lease (as defined in Section 3.4) held by Seller.


 


1.5                                 Payment
of Purchase Price.  Purchaser shall
deposit the Purchase Price, as increased or decreased by prorations and
adjustments as herein provided to Title Company as more particularly set forth
in Section 4.3.


 


1.6                                 Payment
to Seller.  On the Effective Date,
Purchaser shall pay Seller $100,000.00 (the “Direct Payment”).  The Direct Payment shall be applied to the
Purchase Price.  If the Agreement
terminates prior to the Approval Date, the Direct Payment shall be refunded to
Purchaser, otherwise the Direct Payment shall only be refunded to Purchaser as
and to the extent the Deposit is refundable to Purchaser pursuant to the terms
of this Agreement.


 


1.7                                 Deposit.


 


(a)                  On
the expiration of the later of the Title Inspection Period (as hereinafter
defined) and the Inspection Period (as hereinafter defined) (collectively, the “Approval
Date”), Purchaser shall deposit with Chicago Title Insurance Company (the “Title
Company”), having its office at One Kaiser Plaza, Oakland, California 94111, Attention:
Kris Owens, the sum of Five Hundred Thousand Dollars ($500,000.00) (the “Deposit”)
in good funds, either by certified bank or cashier’s check or by federal wire
transfer.


 


(b)                 The
Title Company shall hold the Deposit in an interest-bearing account reasonably
acceptable to Seller and Purchaser, in accordance with the terms and conditions
of this Agreement.  All interest on such
sum shall be deemed income of Purchaser.


 


(c)                  The
Deposit and all accrued interest shall be distributed in accordance with the
terms of this Agreement.  The failure of
Purchaser to timely deliver the Deposit when due hereunder shall be a material
default, and shall entitle Seller, at Seller’s sole option, to terminate this
Agreement immediately.  Notwithstanding
the foregoing, the Deposit shall be returnable to Purchaser as and to the
extent expressly provided in this Agreement.


 


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1.8                                 Deposit
as Liquidated Damages.


 


(a)                  FROM
AND AFTER THE EXPIRATION OF THE APPROVAL DATE, EXCEPT WHERE THIS AGREEMENT
PROVIDES THAT THE DEPOSIT IS TO BE RETURNED TO PURCHASER, IN THE EVENT THE SALE
OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED FOR ANY REASON
EXCEPT (I) A DEFAULT UNDER THIS AGREEMENT ON THE PART OF SELLER OR (II) A
TERMINATION OF THIS AGREEMENT PURSUANT TO ARTICLE VII OR (III) THE FAILURE
OF A CONDITION PRECEDENT IN SECTION 4.6, THE DEPOSIT (INCLUDING ALL
INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY
SELLER AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER
THIS AGREEMENT, AT LAW OR IN EQUITY AS A RESULT OF SUCH DEFAULT OR FAILURE TO
CLOSE.


 


(b)                 THE
PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS
NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO
DETERMINE.  THEREFORE, BY SEPARATELY
INITIALING THIS SECTION, THE PARTIES ACKNOWLEDGE THAT THE NONREFUNDABLE DEPOSIT
HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF
SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS
AGREEMENT, AT LAW OR IN EQUITY AGAINST PURCHASER, IN THE EVENT THE CLOSING DOES
NOT OCCUR.


 


(c)                  PURCHASER
AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION
COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO
EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME
THIS AGREEMENT WAS EXECUTED.


 


	
  MJH

  	
   

  	
  EJ

  	
   

  
	
  Buyer’s Initials

  	
   

  	
  Seller’s
  Initials

  	
   

  



 


1.9                                 Title
Company.


 


(a)                  Upon
mutual execution of this Agreement, the parties hereto shall deposit an
executed counterpart of this Agreement with Title Company and this Agreement
shall serve as instructions to Title Company for consummation of the purchase
contemplated hereby (“Escrow”).  Seller
and Purchaser shall execute such supplemental escrow instructions as may be
appropriate to enable Title Company to comply with the terms of this Agreement;
provided such supplemental escrow instructions are not in conflict with this
Agreement as it may be amended in writing from time to time.  In the event of any conflict between the
provisions of this Agreement and any supplementary escrow instructions signed
by Purchaser and Seller, the terms of this Agreement shall control.  Title Company shall hold and dispose of the
Deposit and other funds and instruments delivered into Escrow in accordance
with the terms of this Agreement.  Seller
and Purchaser agree that the duties of the Title Company hereunder are purely
ministerial in nature and shall be expressly limited to the matters set forth
in this Agreement.


 


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(b)                 Title
Company shall not be responsible for any interest on the Deposit except as is
actually earned, or for the loss of any interest resulting from the withdrawal
of the Deposit prior to the date interest is posted thereon.


 


(c)                  Title
Company shall execute this Agreement for the purpose of being bound by the
provisions of this Agreement directing action by the Title Company.


 


ARTICLE 2

TITLE AND SURVEY


 


2.1                                 Title
Inspection Period.  Purchaser shall
have the right until the day that is forty-five (45) days after the Effective
Date (hereinafter referred to as the “Title Inspection Period”), to review a
current preliminary title report on the Real Property, accompanied by copies of
all documents referred to in the report (collectively, the “Title Report).  The Purchaser shall be responsible for the
costs of any new survey or survey update required in connection with the
issuance of the Title Policy.


 


2.2                                 Title
Examination.  Purchaser shall notify
Seller in writing (the “Title Notice”) prior to the expiration of the Title
Inspection Period which exceptions to title (including survey matters), if any,
will not be accepted by Purchaser.  If
Purchaser fails to notify Seller in writing of its disapproval of any
exceptions to title by the expiration of the Title Inspection Period, Purchaser
shall be deemed to have approved the condition of title to the Real
Property.  If Purchaser notifies Seller
in writing that Purchaser objects to any exceptions to title, Seller shall have
five (5) days after receipt of the Title Notice to notify Purchaser (x)
that Seller will remove such objectionable exceptions from title on or before
the Closing (as defined in Section 4.1); or (y) that Seller elects not to
cause such exceptions to be removed.  If
Seller gives Purchaser notice under clause (y) above, Purchaser shall have five
(5) days in which to notify Seller that Purchaser will terminate this
Agreement.  If this Agreement is
terminated pursuant to the foregoing provisions of this paragraph, then neither
party shall have any further rights or obligations hereunder (except for any
indemnity obligations of either party pursuant to this Agreement), the Deposit
shall be returned to Purchaser and each party shall bear its own costs incurred
hereunder.


 


2.3                                 Pre-Closing
“Gap” Title Defects.  Purchaser may,
at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any
objections to title (a) raised by the Title Company between the expiration
of the Title Inspection Period and the Closing and (b) not disclosed by
the Title Company or otherwise known to Purchaser prior to the expiration of
the Title Inspection Period; provided that Purchaser must notify Seller of such
objection to title within five (5) days of being made aware of the
existence of such exception.  If
Purchaser sends a Gap Notice to Seller, Purchaser and Seller shall have the
same rights and obligations with respect to such notice as apply to a Title
Notice under Section 2.2 hereof.


 


2.4                                 Permitted
Exceptions.  The Property shall be
conveyed subject to the following matters, which are hereinafter referred to as
the “Permitted Exceptions”:  (a) those
matters that either are not objected to in writing within the time periods
provided in Sections 2.2 or 2.3 hereof, or if objected to in writing by
Purchaser, are those to which Purchaser has elected or is deemed to have
elected to accept the conveyance of the Property and (b) items shown on
the


 


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Survey
and not objected to by Purchaser or waived by Purchaser in accordance with Section 2.2
hereof.


 


2.5                                 Payment
of Monetary Liens.  Notwithstanding
anything to the contrary contained in this Agreement, the Permitted Exceptions
shall not include and Seller shall cause to be removed from record at or before
the Closing at Seller’s cost, any existing monetary liens or encumbrances
against the Property other than current, non-delinquent real property taxes and
assessments.


 


2.6                                 Conveyance
of Title.  At Closing, Seller shall
convey and transfer to Purchaser fee simple title to the Real Property, by
execution and delivery of the Deed (as defined in Section 4.2(a) hereof).  Evidence of delivery of such title shall be
the issuance by the Title Company of an ALTA Coverage Owner’s Policy of Title
Insurance (the “Title Policy”) covering the Real Property, in the full amount
of the Purchase Price, subject only to the Permitted Exceptions.


 


ARTICLE 3

REVIEW OF PROPERTY


 


3.1                                 Right
of Inspection.


 


(a)                  Purchaser
shall have the right until the date that is sixty (60) days after the Effective
Date (hereinafter referred to as the “Inspection Period”), to make a physical
inspection of the Real Property, including an inspection of the environmental
condition thereof pursuant to the terms and conditions of this Agreement, and
to examine the “Due Diligence Materials” (as hereinafter defined).  As used herein, the “Due Diligence Materials”
shall mean all documents, records and files in Seller’s possession or in the
possession of Seller’s manager concerning the physical condition (including
recent capital improvements and repairs), operation, entitlement status,
development, and use of the Property, and all Intangibles relating to the
Property in Seller’s possession.  The Due
Diligence Materials shall not include Seller’s partnership or corporate
records, internal memoranda, accounting and tax records and similar
proprietary, confidential or privileged information (collectively, the “Confidential
Documents”).  Seller will deliver to
Purchaser all Due Diligence Materials in Seller’s possession or in the
possession of Seller’s manager on the Effective Date.


 


3.2                                 Environmental
Reports.  SELLER SHALL DELIVER TO
PURCHASER ANY AND ALL ENVIRONMENTAL REPORTS IN ITS POSSESSION AND PURCHASER WILL
ACKNOWLEDGE IN WRITING ITS RECEIPT OF SUCH REPORTS.


 


3.3                                 Right
of Termination.  If for any reason
whatsoever, in Purchaser’s sole and absolute discretion, Purchaser determines
that the Property or any aspect thereof is unsuitable for Purchaser’s acquisition,
this Agreement shall automatically terminate on the expiration of the
Inspection Period.  If this Agreement is
terminated pursuant to the foregoing provisions of this paragraph, then neither
party shall have any further rights or obligations hereunder (except for any
indemnity obligations of either party pursuant to this Agreement) and each
party shall bear its own costs incurred hereunder.  If Purchaser gives Seller a notice waiving
Purchaser’s right to terminate pursuant to this Section 3.3 (“Purchaser’s
Notice to Proceed”) prior to the expiration of


 


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the
Inspection Period,  then Purchaser shall
be deemed to have elected to continue this Agreement.


 


3.4                                 Tenant.  The Property is currently subject to the
Lease dated May 1, 1994, between Seller, as landlord and an affiliate of
Purchaser, as tenant.  The expiration
date of the Lease is November 30, 2007 (the “Expiration Date”).  The Property shall be delivered to Purchaser
free and clear of any claims of occupancy except for Purchaser’s occupancy
under the Lease. The Lease will be extended at a per diem rent of $1,400.13
from the Expiration Date until the Closing Date. The Lease governs the
relationship of Seller and Purchaser as landlord and tenant and shall continue
to govern the relationship of Seller and Purchaser as landlord and tenant and
this Agreement governs the relationship of Seller and Purchaser as seller and
purchaser and shall continue to govern the relationship of Seller and Purchaser
as seller and purchaser.


 


ARTICLE 4

CLOSING


 


4.1                                 Time
and Place.


 


(a)                  The
consummation of the transaction contemplated hereby (the “Closing”) shall be
the second business day in January, 2008 (“Closing Date”).


 


(b)                 If,
for any reason not caused by the default of a party hereunder the Closing does
not occur on or before the Closing Date, as such date may be extended by, and
only by, (i) mutual agreement of Purchaser or Seller or (ii) in
accordance with Article 7 of this Agreement, the obligations of the
parties to buy and sell the Property shall terminate and each party shall have
the rights and remedies set forth herein.


 


(c)                  Non-recorded
documents shall be deposited with Shartsis Friese LLP (“Shartsis”), in escrow,
and recorded documents shall be delivered to the Title Company as provided in
this Agreement.  At the Closing, Seller
and Purchaser shall perform the obligations set forth in, this Article, the
performance of which obligations shall be concurrent conditions; provided that
the Deed shall not be recorded until Seller receives confirmation of the wire
number of the wired portion of the Purchase Price, adjusted by prorations as
set forth herein.


 


4.2                                 Seller’s
Deliveries.


 


(a)                  At
least one business day prior to the Closing, Seller shall deliver to Title Company
the original Deed in the form attached hereto as Exhibit B (“Deed”).


 


(b)                 At
least one business day prior to the Closing, Seller shall deliver to Shartsis,
in escrow, two duly executed counterpart originals of an assignment of Seller’s
interest the Intangibles in the form attached hereto as Exhibit C
(the “Assignment of Intangibles”).


 


(c)                  On
or before the Closing, Seller shall deliver to Shartsis, in escrow, a Bill of
Sale for the Personal Property in the form attached hereto as Exhibit D.


 


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(d)                 In
the event that any representation or warranty of Seller needs to be modified
due to changes since the Effective Date, at least one business day prior to the
Closing, Seller shall deliver to Shartsis, in escrow, a certificate, dated as
of the date of Closing and executed on behalf of Seller by a duly authorized
officer thereof, identifying any representation or warranty which is not, or no
longer is, true and correct and explaining the state of facts giving rise to
the change.  In no event shall Seller be
liable to Purchaser for, or be deemed to be in default hereunder by reason of,
any breach of representation or warranty which results from any change that (i) occurs
between the Effective Date and the date of Closing and (ii) is expressly
permitted under the terms of this Agreement or is beyond the reasonable control
of Seller to prevent; provided, however, that the occurrence of a change which
is not permitted hereunder or is beyond the reasonable control of Seller to
prevent shall, if materially adverse to Purchaser, constitute the
non-fulfillment of the condition set forth in Section 4.6(b) hereof
and if the Closing does not occur, the Deposit shall be returned to
Purchaser.  Notwithstanding the
foregoing; if, despite changes or other matters described in such certificate,
the Closing occurs, Seller’s representations and warranties set forth in this
Agreement shall be deemed to have been modified by all statements made in such
certificate.


 


(e)                  At
least one business day prior to the Closing, Seller shall deliver to Title
Company such evidence as the Title Company may reasonably require as to the
authority of the person or persons executing documents on behalf of Seller.


 


(f)                    At
least one business day prior to the Closing, Seller shall deliver to Title
Company (i) a certificate stating that Seller is not a “foreign person” as
defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and (ii) a
State of California Form 590 (collectively, the “Non-Foreign Affidavits”).


 


(g)                 Upon
the Closing, Seller shall deliver to Purchaser outside of Escrow the
Intangibles.


 


(h)                 At
least one business day prior to the Closing, Seller shall deliver to Title
Company a full release and reconveyance of all monetary encumbrances affecting
the Property which are not to be paid out of the proceeds of the Closing (other
than the lien of current, non-delinquent real property taxes and assessments)
and the release of any mechanics’ liens, and such affidavits as may be
customarily and reasonably required by the Title Company.


 


(i)                     Upon
the Closing, Seller shall deliver to Purchaser possession and occupancy of the
Property.


 


(j)                     On
or before the Closing, Seller shall deliver to Shartsis, in escrow and/or Title
Company as applicable, a closing statement reasonably acceptable to Seller and
Purchaser duly executed by Seller. 
Purchaser and Seller shall cooperate in good faith with Title Company to
prepare the final closing statement.


 


(k)                  On
or before the Closing, Seller shall deliver to Shartsis, in escrow, and/or
Title Company, as applicable, such additional documents as shall be reasonably
required to consummate the transaction contemplated by this Agreement.


 


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4.3                                 Purchaser’s
Deliveries.


 


(a)                  At
least one business day prior to the Closing, Purchaser shall wire transfer to
Title Company the full amount of the Purchase Price, increased or decreased by
prorations and adjustments as herein provided.


 


(b)                 At
least one business day prior to the Closing, Purchaser shall deliver to
Shartsis, in escrow, two duly executed counterpart originals of the Assignment
of Intangibles.


 


(c)                  In
the event that any representation or warranty of Purchaser needs to be modified
due to changes since the Effective Date, at least one business day prior to the
Closing, Seller shall deliver to Shartsis, in escrow, a certificate, dated as
of the date of Closing and executed on behalf of Purchaser by a duly authorized
representative thereof, identifying any such representation or warranty which
is not, or no longer is, true and correct and explaining the state of facts
giving rise to the change.  In no event
shall Purchaser be liable to Seller for, or be deemed to be in default hereunder
by reason of, any breach of representation or warranty set forth herein which
results from any change that (i) occurs between the Effective Date and the
date of Closing and (ii) is expressly permitted under the terms of this
Agreement or is beyond the reasonable control of Purchaser to prevent;
provided, however, that the occurrence of a change which is not permitted
hereunder or is beyond the reasonable control of Purchaser to prevent shall, if
materially adverse to Seller, constitute the non-fulfillment of the condition
set forth in Section 4.7(c) hereof. 
Notwithstanding the foregoing, if, despite changes or other matters
described in such certificate, the Closing occurs, Purchaser’s representations
and warranties set forth in this Agreement shall be deemed to have been
modified by all statements made in such certificate.


 


(d)                 At
least one business day prior to the Closing, Purchaser shall deliver to Title
Company such evidence as the Title Company may reasonably require as to the
authority of the person or persons executing documents on behalf of Purchaser.


 


(e)                  On
or before the Closing, Purchaser shall deliver to Shartsis, in escrow, and/or
Title Company, as applicable, a closing statement reasonably acceptable to
Seller and Purchaser duly executed by Purchaser.


 


(f)                    On
or before the Closing, Purchaser shall deliver to Shartsis, in escrow and/or
Title Company, as applicable, deliver such additional documents as shall be
reasonably required to consummate the transaction contemplated by this
Agreement.


 


4.4                                 Credits,
Prorations and Closing Deliveries.


 


(a)                  All
income and expenses of the Property shall be apportioned as of 12:01 a.m.,
on the Closing Date, as if Purchaser were vested with title to the Property
during the entire day upon which Closing occurs.  Such prorated items shall include without
limitation the following:  (i) taxes
and assessments levied against the Property; (ii) utility charges for
which Seller is liable, if any, such charges to be apportioned at Closing on
the basis of the most recent meter reading occurring prior to Closing (dated
not more than fifteen (15) days prior to Closing) or, if unmetered, on the
basis of a current bill for each such utility; provided, however, that Seller
may pay such utility charges directly to the utility provider; (iii) all
amounts payable under


 


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assigned
Intangibles; and (iv) any other operating expenses or other items
pertaining to the Property which are customarily prorated between a purchaser
and a seller in the county in which the Property is located.  It is understood and agreed that none of the
foregoing prorations is intended to limit Purchaser’s obligations as tenant
under the Lease for payment of any such items.


 


(b)                 Purchaser
shall receive a credit at Closing in the amount of the Security Deposit.


 


(c)                  Except
as otherwise provided herein, any revenue or expense amount which cannot be
ascertained with certainty as of Closing shall be prorated on the basis of the
parties’ reasonable estimates of such amount, and shall be the subject of a
final proration ninety (90) days after Closing, or as soon thereafter as the
precise amounts can be ascertained. 
Purchaser shall promptly notify Seller when it becomes aware that any
such estimated amount has been ascertained. 
The obligations of the parties with respect to such post-Closing
reconciliations shall survive the Closing.


 


(d)                 Upon
the Closing, Title Company shall record the Deed in the Official Records of
Solano County, California, with a conformed recorded copy to be delivered to
Purchaser and Seller, fund the balance of the Deposit and Purchase Price to
Seller, less any of Seller’s share of closing costs, as directed by Seller, and
Title Company and Shartsis shall deliver the originals of the Non-Foreign
Status Affidavits to Purchaser, and deliver the Bill of Sale, Assignment of
Intangibles and other instruments and documents delivered through the Escrow to
the applicable party.


 


4.5                                 Transaction
Taxes and Closing Costs.


 


(a)                  Seller
and Purchaser shall execute such returns, questionnaires and other documents as
shall be required with regard to all applicable real property transaction taxes
imposed by applicable federal, state or local law or ordinance.


 


(b)                 Seller
shall pay the fees of any counsel representing Seller in connection with this
transaction.


 


(c)                  Purchaser
shall pay the fees of any counsel representing Purchaser in connection with
this transaction.  Purchaser shall also
pay the following costs and expenses:  (i) the
premium for the Title Policy,  (ii) all
recording fees on the Deed, (iii) the escrow fee, if any, which may be
charged by the Title Company; and (iv) all city and county transfer taxes
and conveyance charges.


 


(d)                 All
costs and expenses incident to this transaction and the closing thereof, and
not specifically described above, shall be paid by the party incurring same.


 


4.6                                 Conditions
Precedent to Obligation of Purchaser. 
The obligation of Purchaser to consummate the transaction hereunder
shall be subject to the fulfillment on or before the date of Closing of all of
the following conditions, any or all of which may be waived by Purchaser in its
sole discretion:


 


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(a)                  Seller
shall have delivered to Shartsis, in escrow, or to Title Company all of the
items required to be delivered to Purchaser pursuant to the terms of this
Agreement, including but not limited to, those provided for in Section 4.2
hereof;


 


(b)                 All
of the representations and warranties of Seller contained in this Agreement
shall be true and correct in all material respects as of the date of Closing
(with appropriate modifications permitted under this Agreement);


 


(c)                  Seller
shall have performed and observed, in all material respects, all covenants and
agreements of this Agreement to be performed and observed by Seller as of the
date of Closing; and


 


(d)                 Title
Company shall be unconditionally committed to issue to Purchaser upon the
Closing the Title Policy (subject to only the Permitted Exceptions and with
such endorsements as have been approved by Purchaser) in the form of the
pro-forma policy or title commitment as have been agreed to by such Title
Company and approved by Purchaser during the Title Inspection Period.


 


4.7                                 Conditions
Precedent to Obligation of Seller. 
The obligation of Seller to consummate the transaction hereunder shall
be subject to the fulfillment on or before the date of Closing of all of the
following conditions, any or all of which may be waived by Seller in its sole
discretion:


 


(a)                  Seller
shall have received confirmation of the wiring of the Purchase Price, as
adjusted as provided herein;


 


(b)                 Purchaser
shall have delivered to Shartsis, in escrow, or to Title Company all of the
items required to be delivered to Seller pursuant to the terms of this
Agreement, including, but not limited to, those provided for in Section 4.3
hereof;


 


(c)                  All
of the representations and warranties of Purchaser contained in this Agreement
shall be true and correct in all material respects as of the date of Closing
(with appropriate modifications permitted under this Agreement); and


 


(d)                 Purchaser
shall have performed and observed, in all material respects, all covenants and
agreements of this Agreement to be performed and observed by Purchaser as of
the date of Closing.


 


ARTICLE 5

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


5.1                                 Representations
and Warranties of Seller.  Seller
hereby makes the following representations and warranties to Purchaser as of
the Effective Date, which representations and warranties shall be deemed to
have been made again as of the Closing, subject to Section 4.2(d) hereof:


 


(a)                  Organization
and Authority.  Seller has been duly
organized and is validly existing under the laws of the State of
California.  Seller has the full right
and authority to enter


 


10





















 


into
this Agreement and to transfer all of the Property and to consummate or cause
to be consummated the transaction contemplated by this Agreement.


 


(b)                 Execution
of Documents.  The person signing
this Agreement on behalf of Seller is authorized to do so.


 


(c)                  Pending
Actions.  There is no action, suit,
arbitration, unsatisfied order or judgment, government investigation or
proceeding pending against Seller which, if adversely determined, could
individually or in the aggregate materially interfere with the consummation of
the transaction contemplated by this Agreement.


 


(d)                 Due
Diligence Materials. To Seller’s knowledge, the Due Diligence Materials are
all of the agreements concerning the operation and maintenance of the Property
entered into by Seller and affecting the Property.


 


(e)                  Condemnation.  To Seller’s knowledge, Seller has received no
written notice of any condemnation proceedings relating to the Property.


 


(f)                    Violations.  To Seller’s knowledge, Seller has not
received written notice of any uncured violation of any federal, state or local
law relating to the use or operation of the Property.


 


5.2                                 Survival
of Seller’s Representations and Warranties. 
The representations and warranties of Seller set forth in Section 5.1
hereof as updated as of the Closing in accordance with the terms of this
Agreement, shall survive Closing for a period of one year.  Seller shall have no liability to Purchaser
for a breach of any representation or warranty unless written notice containing
a description of the specific nature of such breach shall have been given to
Seller prior to the expiration of said one year period and an action shall have
been commenced by Purchaser against Seller within sixty (60) days following the
expiration of such one year period.


 


5.3                                 Covenants
of Seller.  Except with the prior
written approval of Purchaser, Seller shall not, after the date of Seller’s
execution of this Agreement, enter into any contract, lease or other agreement
affecting the Property that by its terms will not be terminable at the Closing.


 


5.4                                 Representations
and Warranties of Purchaser. 
Purchaser hereby makes the following representations and warranties to
Seller as of the Effective Date, which representations and warranties shall be
deemed to have been made again as of the Closing, subject to Section 4.3(c) hereof:


 


(a)                  Organization
and Authority.  Purchaser has been
duly organized and is validly existing under the laws of California.  Purchaser has the full right and authority to
enter into this Agreement and to consummate or cause to be consummated the
transaction contemplated by this Agreement (subject to Purchaser’s performance
and approval of its due diligence inspections within the Inspection Period).


 


(b)                 Execution
of Documents.  The person signing this
Agreement on behalf of Purchaser is authorized to do so.


 


11





















 


(c)                  Pending
Actions.  There is no action, suit,
arbitration, unsatisfied order or judgment, government investigation or
proceeding pending against Purchaser which, if adversely determined, could
individually or in the aggregate materially interfere with the consummation of
the transaction contemplated by this Agreement.


 


5.5                                 Survival
of Purchaser’s Representations and Warranties.  The representations and warranties of
Purchaser set forth in Section 5.4 hereof as updated as of the Closing in
accordance with the terms of this Agreement, shall survive Closing for a period
of one year.  Purchaser shall have no
liability to Seller for a breach of any representation or warranty unless
written notice containing a description of the specific nature of such breach
shall have been given by Seller to Purchaser prior to the expiration of said
one year period and an action shall have been commenced by Seller against
Purchaser within sixty (60) days following the expiration of such one year
period.


 


ARTICLE 6

DEFAULT


 


6.1                                 Events
of Default.


 


(a)                  The
following shall constitute a Default of Purchaser hereunder:  (i) Purchaser defaults under any
provision of this Agreement providing for the payment of money and such failure
to pay continues for a period of five (5) days after receipt of notice of
nonpayment but in no event beyond the Closing Date; (ii) Purchaser
defaults under any other provision of this Agreement and such default is not
cured for a period of fifteen (15) days after receipt of notice of such default
but in no event beyond the Closing Date; (iii) if at any time prior to
Closing (a) there shall be filed by Purchaser in any court or with any
governmental body pursuant to any statute either of the United States or of any
state, a petition in bankruptcy or insolvency or a petition seeking to effect
any plan or other arrangement with creditors or seeking the appointment of a
receiver; or (b) a receiver, conservator or liquidating agent or similar
person shall be appointed for all or a substantial portion of Purchaser’s
property; or (c) Purchaser shall give notice to any person or governmental
body of insolvency or suspension or pending suspension of its operations; or (d) a
material, adverse change occurs in the financial condition of Purchaser or
Purchaser shall make an assignment for the benefit of creditors or take any
other similar action for the protection or benefit of creditors.


 


(b)                 The
following shall constitute a Default of Seller hereunder:  (i) Seller defaults under any provision
of this Agreement providing for the payment of money and such failure to pay
continues for a period of five (5) days after receipt of notice of
nonpayment but in no event beyond the Closing Date; (ii) Seller defaults
under any other provision of this Agreement and such default is not cured for a
period of fifteen (15) days after receipt of notice of such default, but in no
event beyond the Closing Date; (iii) if at any time prior to Closing (a) there
shall be filed by Seller in any court or with any governmental body pursuant to
any statute either of the United States or of any state, a petition in
bankruptcy or insolvency or a petition seeking to effect any plan or other arrangement
with creditors or seeking the appointment of a receiver; or (b) a
receiver, conservator or liquidating agent or similar person shall be appointed
for all or a substantial portion of Seller’s property; or (c) Seller shall
give notice to any person or governmental body of insolvency or suspension or
pending suspension of


 


12





















 


its
operations; or (d) a material, adverse change occurs in the financial
condition of Seller or Seller shall make an assignment for the benefit of
creditors or take any other similar action for the protection or benefit of
creditors.


 


6.2                                 Default
by Purchaser.  In the event the sale
of the Property as contemplated hereunder is not consummated on or before the
Closing Date due to Purchaser’s Default hereunder, Seller shall be entitled, as
its sole and exclusive remedy under this Agreement, at law or in equity, to
terminate this Agreement and receive the Deposit as liquidated damages for the
breach of this Agreement in accordance with the provisions of Section 1.6
above, it being agreed between the parties hereto that the actual damages to
Seller in the event of such breach are impractical to ascertain and the amount
of the Deposit is a reasonable estimate thereof.


 


6.3                                 Default
by Seller.  In the event that
Purchaser has performed or has indicated its ability to perform each and every
of the conditions precedents herein on or before the Closing Date and the sale
of the Property as contemplated hereunder is not consummated on or before such
date due to Seller’s Default hereunder, Purchaser shall be entitled either (a) to
receive the return of the Deposit (plus all interest thereon), which return
shall operate to terminate this Agreement and release Seller from any and all
liability hereunder, and/or (b) to enforce specific performance of Seller’s
obligation to convey the Property to Purchaser in accordance with the terms of
this Agreement, and/or (c) to exercise its rights under applicable law for
damages.


 


ARTICLE 7

RISK OF LOSS


 


7.1                                 Damage.  In the event of loss or damage to the
Property or any portion thereof which is not “Major” (as hereinafter defined),
this Agreement shall remain in full force and effect provided that Seller shall
assign to Purchaser all of Seller’s right, title and interest in and to any
claims and proceeds Seller may have with respect to any casualty insurance
policies or condemnation awards relating to the premises in question and the
Purchase Price shall be reduced by an amount equal to the lesser of the
deductible damage amount under Seller’s insurance policy or the cost of such
repairs as determined in accordance with Section 7.3 hereof (provided that
in the event of uninsured damage, such reduction in the Purchase Price shall
equal the estimated cost of such repairs necessary to the portion of the
Property which is to be incorporated into the development).  Upon Closing, full risk of loss with respect
to the Property shall pass to Purchaser.


 


7.2                                 Major
Damage.  In the event of a “Major”
loss or damage, either Seller or Purchaser may terminate this Agreement by
written notice to the other party, in which event the Deposit shall be returned
to Purchaser.  If neither Seller nor
Purchaser elects to terminate this Agreement within fifteen (15) days after
Seller sends Purchaser written notice of the occurrence of such Major loss or
damage (which notice shall state the cost of repair or restoration thereof as
opined by an architect in accordance with Section 7.3 hereof), then Seller
and Purchaser shall be deemed to have elected to proceed with Closing, in which
event Seller shall, at Seller’s option, either (a) perform any necessary
repairs, or (b) assign to Purchaser all of Seller’s right, title and
interest in and to any claims and proceeds Seller may have with respect to any
casualty insurance policies or condemnation awards relating to the premises in
question.  In the event that Seller
elects to perform repairs upon the Property, Seller shall use reasonable
efforts to complete such


 


13





















 


repairs
promptly and the date of Closing shall be extended a reasonable time in order
to allow for the completion of such repairs. 
If Seller elects to assign a casualty claim to Purchaser, the Purchase
Price shall be reduced by an amount equal to the lesser of the deductible
amount under Seller’s insurance policy or the cost of such repairs as
determined in accordance with Section 7.3 hereof (provided that in the
event of uninsured damage, such reduction in the Purchase Price shall equal the
estimated cost of such repairs).  Upon
Closing, full risk of loss with respect to the Property shall pass to
Purchaser.


 


7.3                                 Definition
of “Major” Loss or Damage.  For
purposes of Sections 7.1 and 7.2, “Major” loss or damage refers to the
following:  any loss due to a casualty or
condemnation that has an estimated value of more than $400,000.00.  The determination of “Major” loss or damage
shall be made by an architect mutually reasonably approved by Purchaser and
Seller.


 


ARTICLE 8

BROKERAGE COMMISSIONS


 


With respect to the
transaction contemplated by this Agreement, each party hereto agrees that if
any person or entity makes a claim for brokerage commissions or finder’s fees
related to the sale of the Property by Seller to Purchaser, and such claim is
made by, through or on account of any acts or alleged acts of said party or its
representatives, said party will protect, indemnify, defend and hold the other
party free and harmless from and against any and all loss, liability, cost,
damage and expense (including reasonable attorneys’ fees) in connection
therewith.  The provisions of this
paragraph shall survive Closing or any termination of this Agreement.


 


ARTICLE 9

DISCLAIMERS AND WAIVERS


 


9.1                                 No
Reliance on Documents.  Except as
expressly stated in this Agreement, Seller makes no representation or warranty
as to the truth, accuracy or completeness of any materials, data or information
delivered by Seller or its brokers or agents to Purchaser in connection with
the transaction contemplated hereby.


 


9.2                                 AS-IS
SALE; DISCLAIMERS.  EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT AND/OR IN ANY OF THE DOCUMENTS TO BE
EXECUTED AND DELIVERED BY SELLER AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT
SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS
OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO
HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


 


PURCHASER ACKNOWLEDGES
AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND
PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT
TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT AND/OR IN ANY OF
THE DOCUMENTS TO BE EXECUTED AND DELIVERED BY SELLER AT CLOSING.


 


14





















 


ARTICLE 10

MISCELLANEOUS


 


10.1                           Reporting.


 


(a)                  It
is expressly agreed and understood that Purchaser shall have the right, in its
sole and absolute discretion, to file this Agreement with the Securities and
Exchange Commission, if Purchaser determines that such filing is necessary or
advisable under the Securities Exchange Act of 1934, as amended (“SEC Filings”).  Except as expressly permitted with respect to
SEC Filings, prior to the Closing, any release to the public of confidential
information with respect to the sale contemplated herein or any material terms
set forth in this Agreement will be made only in the form approved by Purchaser
and Seller.


 


(b)                 If
the purchase and sale of the Property pursuant hereto does not close for any
reason, Purchaser shall return to Seller all agreements (excluding this
Agreement), documents, studies, reports and other materials pertaining to the
Property either delivered by Seller or Seller’s agents to Purchaser pursuant
hereto, or obtained by or on behalf of Purchaser during Purchaser’s
investigation of the Property; provided that neither the fact that the purchase
and sale do not close nor the termination of this Agreement shall be regarded
as confidential or subject to this section.


 


10.2                           Assignment.  Subject to the provisions of this Section,
the terms and provisions of this Agreement are to apply to and bind the
permitted successors and assigns of the parties hereto.  Purchaser may not assign its rights under
this Agreement without first obtaining Seller’s written approval, which
approval shall not be unreasonably withheld. 
Notwithstanding the foregoing, Purchaser may assign this Agreement to
any entity affiliated with Purchaser or to any entity acquiring all or
substantially all of Purchaser’s interest in Dura-Vent without Seller’s consent
or approval.


 


10.3                           Notices.  Any notice pursuant to this Agreement shall
be given in writing by reputable overnight delivery service with proof of
delivery, and shall be deemed to have been given upon receipt or refusal to
accept delivery sent to the intended addressee at the address set forth below,
or to such other address or to the attention of such other person as the
addressee shall have designated by written notice sent in accordance herewith.
Unless changed in accordance with the preceding sentence, the addresses for
notices given pursuant to this Agreement shall be as follows:


 


If to
Purchaser:


 


Simpson
Manufacturing Co., Inc.


Koll
Dublin Corporate Center


4120
Dublin Boulevard, Suite 400


Dublin,
California 94568


Attention:  Michael J. Herbert


 


15





















 


with a
copy to:


 


Alan
J. Robin, Esq.


Shartsis
Friese LLP


One
Maritime Plaza, 18th Floor


San
Francisco, California 94111


 


If to
Seller:


 


Everett
Johnston


Partnership
Management


Post
Office Box 3605


Incline
Village, Nevada 89450


 


10.4                           1031
Exchange Cooperation.  On condition
that Purchaser receives written notice of its election to participate in a tax
free exchange under §1031 of the Code at least ten (10) business days
prior to the Closing Date, Purchaser agrees to reasonably cooperate with Seller’s
efforts to integrate the transactions contemplated hereunder into a
tax-deferred exchange under Section 1031 of the Code; provided, however,
that in no event shall (a) Purchaser incur any additional cost, obligation
or liability by reason of such exchange (including, without limitation, any
responsibility or liability of any kind for the failure of such exchange to be
consummated or to qualify for tax-deferred status under any federal or State
law or rule and any damage calculated or related in any fashion to Seller’s
lost tax benefits) or be required to hold title to any property, (b) the
Closing be delayed, or (c) Seller be relieved of any of its agreements, or
other obligations under this Agreement. Purchaser shall execute all amendments
to this Agreement, escrow instructions pertaining to the exchange transaction
and all other documents as may be necessary to carry out such an exchange,
subject to the qualifications set forth above; provided however that Purchaser
shall have the right to approve any and all such documents (which approval
shall not be unreasonably withheld).


 


10.5                           Modifications.  This Agreement cannot be changed orally, and
no agreement shall be effective to waive, change, modify or discharge it in
whole or in part unless such agreement is in writing and is signed by the
parties against whom enforcement of any such change is sought.


 


10.6                           Entire
Agreement.  This Agreement, including
the exhibits and schedules hereto, contains the entire agreement between the
parties hereto pertaining to the subject matter hereof and fully supersedes all
prior written or oral agreements and understandings between the parties
pertaining to such subject matter.


 


10.7                           Further
Assurances.  Each party agrees that
it will execute and deliver such other documents and take such other action,
whether prior or subsequent to Closing, as may be reasonably requested by the
other party to consummate the transaction contemplated by this Agreement.  The provisions of this Section shall
survive Closing.


 


16





















 


10.8                           Counterparts.  This Agreement may be executed in
counterparts, all such executed counterparts shall constitute the same
agreement, and the signature of any party to any counterpart shall be deemed a
signature to, and may be appended to, any other counterpart.


 


10.9                           Facsimile
Signatures.  In order to expedite the
transaction contemplated herein, telecopied signatures may be used in place of
original signatures on this Agreement. 
Seller and Purchaser intend to be bound by the signatures on the
telecopied document, are aware that the other party will rely on the telecopied
signatures, and hereby waive any defenses to the enforcement of the terms of
this Agreement based on the form of signature.


 


10.10                     Severability.  If any provision of this Agreement is
determined by a court of competent jurisdiction to be invalid or unenforceable,
the remainder of this Agreement shall nonetheless remain in full force and
effect; provided that the invalidity or unenforceability of such provision does
not materially adversely affect the benefits accruing to any party hereunder.


 


10.11                     Applicable
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of
California.  Purchaser and Seller agree
that the provisions of this Section shall survive the Closing or any
termination of this Agreement.


 


10.12                     Attorneys’
Fees; Waiver of Jury Trial.


 


(a)                  In
the event of any action or proceeding between Seller and Purchaser to enforce
any provision of this Agreement, the losing party shall pay to the prevailing
party all costs and expenses, including, without limitation, reasonable
attorneys’ fees and expenses, incurred in such action and in any appeal in
connection therewith by such prevailing party. 
The “prevailing party” will be determined by the court before whom the
action was brought based upon an assessment of which party’s major arguments or
positions taken in the suit or proceeding could fairly be said to have
prevailed over the other party’s major arguments or positions on major disputed
issues in the court’s decision.


 


(b)                 IF
ANY ACTION OR PROCEEDING BETWEEN SELLER AND PURCHASER TO ENFORCE THE PROVISIONS
OF THIS AGREEMENT PROCEEDS TO TRIAL, SELLER AND PURCHASER HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY IN SUCH TRIAL.


 


10.13                     No
Third-Party Beneficiary.  The
provisions of this Agreement and of the documents to be executed and delivered
at Closing are and will be for the benefit of Seller and Purchaser only and are
not for the benefit of any third party, and accordingly, no third party shall
have the right to enforce the provisions of this Agreement or of the documents
to be executed and delivered at Closing.


 


10.14                     Captions.  The section headings appearing in this
Agreement are for convenience of reference only and are not intended to limit
or define the text of any section or any subsection hereof.


 


10.15                     Recordation.  This Agreement may not be recorded by any
party hereto without the prior written consent of the other party hereto.
Concurrently with the execution of this


 


17





















 


Agreement,
the parties shall execute and record the Memorandum of Purchase and Sale
Agreement in the form attached hereto as Exhibit E.


 


10.16                     Time
for Performance.  Time is of the
essence of this Agreement.  As used in
this Agreement, a “business day” shall mean a day that is not a Saturday, Sunday
or recognized federal or state holiday. 
If the last date for performance by either party under this Agreement
occurs on a day that is not a business day, than the last date for such
performance shall be extended to the next occurring business day.


 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the Effective Date.


 


	
   

  	
  SELLER:

  	
  VACAVILLE
  INVESTORS,

  
	
   

  	
   

  	
  a California
  general partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/EVERETT
  JOHNSTON

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Everett Johnston

  
	
   

  	
   

  	
  Its:

  	
  Managing General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PURCHASER:

  	
  SIMPSON
  MANUFACTURING CO., INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/MICHAEL J.
  HERBERT

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael J.
  Herbert

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief Financial
  Officer

  	
   

  
								



 


Title Company executes
this Agreement below solely for the purpose of acknowledging that it agrees to
be bound by the provisions of this Agreement relating to performance by the
Title Company.


 


	
   

  	
  TITLE COMPANY:

  	
  CHICAGO TITLE
  INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  



 


18





















 


Exhibit A


 


DESCRIPTION OF LAND


 


1





















 


Exhibit B


 


FORM OF DEED


 


 


	
  RECORDING
  REQUESTED BY AND

  WHEN RECORDED MAIL TO:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  MAIL TAX
  STATEMENTS TO:

  Same as
  above

  	
   

  



(Above
Space For Recorder’s Use Only)


 


GRANT DEED


 


The undersigned Grantor
declares that Documentary Transfer Tax is not part of the public records.


 


FOR VALUE RECEIVED,                                 ,
                          ,
grants to                                               ,
a                                           
(“Grantee”), all that certain real property (the “Property”) situated in the
City of Vacaville, County of Solano, State of California, described on Exhibit A
attached hereto and by this reference incorporated herein.


 


THE PROPERTY IS CONVEYED
TO GRANTEE SUBJECT TO:


 


(a) All exceptions
appearing in the policy of title insurance for the Property issued to the
Grantee as of the date hereof; (b) All matters which would be revealed or
disclosed in an accurate survey; (c) A lien not yet delinquent for taxes
for real property, and any general or special assessments against the Property;
and (d) zoning ordinances and regulations and any other laws, ordinances,
or governmental regulations restricting or regulating the use, occupancy or
enjoyment of the Property.


 


IN WITNESS WHEREOF, the
undersigned has executed this Grant Deed dated as of                           ,
        .


 


GRANTOR:


 





















 


SCHEDULE 1 TO GRANT DEED


 


LEGAL DESCRIPTION OF REAL PROPERTY


 


PARCELS “D and E” as shown
on that Map entitled, “Parcel Map, Lands of Chevron Land and Development
Company, in the City of Vacaville, a Division of Lots 6 and 7 and a Portion of
Lot 8 of Vaca Valley Industrial Park per Map Recorded in Book 36 of Maps
at Page 79, Records of Solano County, State of California and Portions of
Vacated Cotting Lane,” filed for record in the Office of the County Recorder,
Solano County, California on November 24, 1981, in Book 22 of Parcel Maps
at Page 97.


 


EXCEPTING AND RESERVING
TO GRANTOR, its successors and assigns, all oil, gas and other hydrocarbons,
geothermal resources as defined in Section 6903 of the California Public
Resources Code and all other minerals, whether similar to those herein
specified or not, within or that may be produced from said real property, and
further excepting and reserving to Grantor, its successors and assigns, the
sole and exclusive right from time to time to drill and maintain wells or other
works into or through said real property and the adjoining streets, roads and highways
below a depth of five hundred (500) feet and to produce, inject, store and
remove from and through such wells or works, oil, gas, water and other
substances of whatever nature, including the right to perform below said depth
any and all operations deemed by Grantor necessary or convenient for the
exercise of such rights. The rights hereinabove excepted and reserved to
Grantor do not include and do not except or reserve to grantor any right of
Grantor to use the surface of said real property or the first five hundred
(500) feet below said surface or to conduct any operations thereon or therein.


 


1





















 


Exhibit C


 


ASSIGNMENT AND ASSUMPTION OF
INTANGIBLES


 


THIS ASSIGNMENT AND
ASSUMPTION OF INTANGIBLES (the “Assignment”) is made as of the         
day of                     
2007, between                             
(“Assignor”) and                         ,
a(n)                     
(“Assignee”).


 


Assignor is the owner of
that certain real property located in the City of Vacaville, State of
California, more particularly described in Exhibit A attached hereto (the “Property”).  Assignor hereby assigns, transfers, sets over
and conveys to Assignee all of Assignor’s right, title and interest, if any and
to the extent assignable, in, to and under any and all of the following, to
wit:  all existing permits, licenses,
approvals and authorizations issued by any governmental authority in connection
with the Property (“Intangibles”), including, without limitation, those certain
items specified in Exhibit B attached hereto and incorporated herein by
this reference.


 


Assignee does hereby
assume and agree to perform all of Assignor’s obligations under the Intangibles
accruing with respect to the period from and after the date hereof.  Assignee agrees to indemnify, protect, defend
and hold Assignor harmless from and against any and all liabilities, losses,
costs, damages and expenses (including reasonable attorneys’ fees) directly or
indirectly arising out of or related to any breach or default in Assignee’s
obligations hereunder.


 


Assignor shall remain
liable for all of Assignor’s obligations under the Intangibles accruing with
respect to the period prior to the date hereof. 
Assignor agrees to indemnify, protect, defend and hold Assignee harmless
from and against any and all liabilities, losses, costs, damages and expenses
(including reasonable attorneys’ fees) directly or indirectly arising out of or
related to any breach or default in Assignor’s obligations hereunder.


 


In the event of any
action or proceeding between Assignor and Assignee to enforce any provision of
this Assignment, the losing party shall pay to the prevailing party all costs
and expenses, including, without limitation, reasonable attorneys’ fees and
expenses, incurred in such action and in any appeal in connection therewith by
such prevailing party.  The “prevailing
party” will be determined by the court before whom the action was brought based
upon an assessment of which party’s major arguments or positions taken in the
suit or proceeding could fairly be said to have prevailed over the other party’s
major arguments or positions on major disputed issues in the court’s decision.


 


This Assignment may be
executed in counterparts, all such executed counterparts shall constitute the
same agreement, and the signature of any party to any counterpart shall be
deemed a signature to, and may be appended to, any other counterpart.  In order to expedite the transaction
contemplated herein, telecopied signatures may be used in place of original
signatures on this Assignment.  Assignor
and Assignee intend to be bound by the signatures on the telecopied document,
are aware that the other party will rely on the telecopied signatures, and
hereby waive any defenses to the enforcement of the terms of this Assignment
based on the form of signature.


 


1





















 


This Assignment shall be
binding upon and inure to the benefit of Assignor and Assignee and their
respective heirs, executors, administrators, successors and assigns.


 


This Assignment may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


IN WITNESS WHEREOF,
Assignor and Assignee have each executed this Assignment as of the date first
written above.


 


	
   

  	
  ASSIGNOR:

  	
   

  	
   

  
	
   

  	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  
						



 


 


[Attach legal description—Exhibit A and
description of Intangibles-Exhibit B]


 


2





















 


EXHIBIT D


 


FORM OF BILL OF SALE


 


FOR VALUABLE
CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged,                             
(the “Seller”) does hereby sell and convey to                                       ,
a(n)                     
(the “Purchaser”) any and all of Seller’s right, title and interest in and to
all tangible personal property located upon the land described in Exhibit A
attached hereto and hereby made a part hereof (the “Land”) or within the
improvements located thereon, including, without limitation, any and all
appliances, furniture, carpeting, draperies and curtains, tools and supplies,
and other items of personal property owned by Seller (excluding cash and any
software), used exclusively in the operation of the Land and improvements, as
is, where is, and without warranty of title or use, and without warranty,
express or implied, of merchantability or fitness for a particular purpose.


 


TO HAVE AND TO HOLD all
of said personal property unto Purchaser, its successors and assigns, to its
own use forever.


 


IN WITNESS WHEREOF,
Seller has executed this Bill of Sale as of the       
day of                           ,
2008.


 


	
   

  	
   

  	
   

  



 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
						



 


[Attach legal description]


 





















 


EXHIBIT E


 


MEMORANDUM OF
PURCHASE AND SALE


 


RECORDING REQUESTED BY
AND


WHEN RECORDED RETURN TO:


 


Alan J. Robin, Esq.


Shartsis Friese LLP


One Maritime Plaza, 18th
Floor


San Francisco, California
94118


 


MEMORANDUM
OF PURCHASE AND SALE AGREEMENT


 


THIS MEMORANDUM OF
PURCHASE AND SALE AGREEMENT is entered into as of the 21st day of
July, 2005 (the “Effective Date”), by and between VACAVILLE INVESTORS, a
California general partnership  (“Seller”),
and SIMPSON MANUFACTURING CO., INC., a Delaware corporation (“Purchaser”) with
reference to the following facts:


 


RECITALS


 


A.    Seller owns the land and improvements known
as                         ,
Vacaville, California (the “Property”).


 


B:    Seller has agreed to sell to Purchaser and
Purchaser has agreed to buy from Seller the land and property described in this
Agreement in accordance with and upon satisfaction of the terms and conditions
set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, Seller
hereby agrees to sell and Purchaser hereby agrees to purchase the Property for
the purchase price and upon all of the terms, conditions and covenants
contained in that certain unrecorded Purchase and Sale Agreement (the “Agreement”)
dated of even date herewith executed by Seller and Purchaser, which Agreement
is incorporated herein by this reference, including without limitation the
following:


 


1.                       In
the event of any breach or default by Seller in or of the Agreement or any of
the warranties, terms or provisions thereof, Purchaser shall have, in addition
to a claim for damages for such breach or default, and in addition to and
without prejudice to any right or remedy available at law or in equity, the
right to demand and have specific performance of the Agreement and this
Memorandum.


 


2.                       This
Memorandum is not intended to change any of the terms of the Agreement and in
the event of any inconsistency between the terms of this Memorandum and the
terms of the Agreement, the terms of the Agreement shall prevail. The Agreement
is available at the offices of Shartsis Friese LLP at the addresses indicated
above.


 


 


IN WITNESS WHEREOF, the
parties hereto have executed this Memorandum of Purchase and Sale Agreement
dated as of the date first set forth above.


 





















 


	
   

  	
  SELLER:

  	
  VACAVILLE
  INVESTORS,

  
	
   

  	
   

  	
  a California
  general partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Everett Johnston

  
	
   

  	
   

  	
  Its:

  	
  Managing General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PURCHASER:

  	
  SIMPSON
  MANUFACTURING CO., INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


2





















 


EXHIBIT A


LEGAL DESCRIPTION


 


PARCELS “D and E” as
shown on that Map entitled, “Parcel Map, Lands of Chevron Land and Development
Company, in the City of Vacaville, a Division of Lots 6 and 7 and a Portion of
Lot 8 of Vaca Valley Industrial Park per Map Recorded in Book 36 of Maps
at Page 79, Records of Solano County, State of California and Portions of
Vacated Cotting Lane,” filed for record in the Office of the County Recorder,
Solano County, California on November 24, 1981, in Book 22 of Parcel Maps
at Page 97.


 


EXCEPTING AND RESERVING
TO GRANTOR, its successors and assigns, all oil, gas and other hydrocarbons,
geothermal resources as defined in Section 6903 of the California Public
Resources Code and all other minerals, whether similar to those herein
specified or not, within or that may be produced from said real property, and
further excepting and reserving to Grantor, its successors and assigns, the
sole and exclusive right from time to time to drill and maintain wells or other
works into or through said real property and the adjoining streets, roads and
highways below a depth of five hundred (500) feet and to produce, inject, store
and remove from and through such wells or works, oil, gas, water and other
substances of whatever nature, including the right to perform below said depth
any and all operations deemed by Grantor necessary or convenient for the
exercise of such rights. The rights hereinabove excepted and reserved to
Grantor do not include and do not except or reserve to grantor any right of
Grantor to use the surface of said real property or the first five hundred
(500) feet below said surface or to conduct any operations thereon or therein.


 


3





















 


State of
California             )


) ss.


County of                              )


 


On                             ,
2005, before me,                                         ,
personally appeared                                       ,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized
capacity, and that by his/her signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.


 


 


State of California             )


) ss.


County of
                             )


 


On                             ,
2005, before me,                                         ,
personally appeared                                       ,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.


 


4