EXHIBIT 10.2


 


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 902 Aldridge Road, Vacaville, California
(the “Property”), more particularly described in Exhibit A attached hereto
and made a part hereof.


 


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 and 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 address
indicated above.


 


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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:

  	
  /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

  	
   

  
								



 


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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.


 


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  State of Montana

  	
  )

  
	
   

  	
  ) ss.

  
	
  County of Park

  	
  )

  



 


 


On July 20, 2005, before me, Vicki Ann Tofslie,
personally appeared Everett Johnston, 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.


 


 


	
  [NOTARTY STAMP]

  	
   

  	
  /s/VICKIE ANN TOFSLIE

  	
   

  
	
   

  	
   

  	
  Vickie Ann Tofslie

  
	
   

  	
   

  	
  May 28, 2007

  



 


 


	
  State of California

  	
  )

  
	
   

  	
  ) ss.

  
	
  County of Alameda

  	
  )

  



 


 


On July 25, 2005, before me, Kathleen M. Kuwitzky,
personally appeared Michael J. Herbert, 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.


 


 


	
  [NOTARTY STAMP]

  	
   

  	
  /s/KATHLEEN M. KUWITZKY

  	
   

  
	
   

  	
   

  	
  Kathleen M. Kuwitzky

  
	
   

  	
   

  	
  May 4, 2009

  



 


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