Exhibit 10.3


 


OPTION PURCHASE
AGREEMENT


 


THIS OPTION PURCHASE AGREEMENT (“Agreement”), is
dated as of November 4, 2005, and is entered into by and between DYNAMIC MATERIALS CORPORATION, a Delaware corporation (“DMC”), and SPIN FORGE, LLC,
a California limited liability company (“Owner”), with
regard to the following:


 


A.                                   The Owner owns certain real property (the
“Land”) located in Los Angeles County,
California, commonly known as 1700 East Grand Avenue, which is more
particularly described on Exhibit A
attached to this Agreement and incorporated herein by this reference.  The Land, together with all appurtenant
easements and other appurtenances thereto, as well as all buildings,
structures, and other improvements located thereon and all fixtures attached
thereto, are referred to collectively as the “Property.”


 


B.                                     The Owner and DMC entered into a certain
Operating Lease dated as of March 18, 1998 and amended that Operating
Lease by a certain Agreement and Amendment to Operating Lease dated as of February 1,
2000 (as amended, the “Lease”).


 


C.                                     Also as of March 18, 1998, DMC and
the Owner entered into an Option Agreement dated as of March 18, 1998
giving DMC an option (the “Option”) to
purchase the Property from the Owner, which Option Agreement has previously been
amended five times (as amended, the “Option Agreement”).


 


D.                                    DMC subleased the Property to
Aerojet-General Corporation (“Aerojet”)
pursuant to that certain written Sublease between DMC and Aerojet dated September 17,
2004 (the “Sublease”), a copy of which is
attached to this Agreement as Exhibit B.
DMC also assigned its rights in the Option to Aerojet pursuant to that certain
written Option Agreement between DMC and Aerojet dated September 17, 2004
(the “Option Assignment”).  By the terms of the Option Assignment,
Aerojet’s rights in the Option terminated on August 1, 2005.


 


E.                                      DMC has approached the Owner about
further amending the Option Agreement to facilitate DMC’s possible sale of the
Property to a third party after it exercises the Option. The Owner has,
instead, proposed to DMC that it repurchase the Option.  The parties have reached agreement on such a
resale of the entire Option to the Owner on the terms and conditions set forth
in this Agreement so that, upon such resale, DMC will have no further rights in
the Option or the Option Agreement.


 


F. All capitalized terms used not defined herein or
the Glossary of Terms attached hereto shall have the meanings ascribed to those
terms in the Option Agreement.


 


NOW THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1.                                       Purchase of Option. DMC hereby
agrees to sell to the Owner and the Owner hereby agrees to buy from DMC the
entire Option and the Option Agreement, free and clear of


 





















 


any lien, claim, right of third party or
other encumbrance, for the Purchase Price and on the other terms herein set
forth.


 


2.                                       Purchase Price.  The
Purchase Price (“Purchase Price”) for the Option
and Option Agreement shall be Two Million Three Hundred Thousand and No/100
Dollars ($2,300,000.00).


 


3.                                       Payment of Purchase Price.  The
Purchase Price shall be paid to DMC as follows:


 


(a)                                  Deposit.  On the date
of this Agreement (the “Effective Date”),
the Owner shall pay to DMC outside of Escrow cash in the amount of One Hundred
Thousand Dollars ($100,000.00) (the “Non-Refundable Deposit”).
At the Close of Escrow (as defined below), the amount of the Non-Refundable
Deposit shall be credited towards payment of the Purchase Price.  If the Escrow does not close, the
Non-Refundable Deposit shall be applied as set forth in this Agreement.


 


(b)                                 Cash Balance.  No
later than two (2) business days prior to the Scheduled Close of Escrow
(as defined below), the Owner shall deposit into Escrow the balance of the Purchase
Price in cash, plus such other funds as may be required for the Owner to
satisfy all prorations and other costs payable by it pursuant to the terms of
this Agreement.  DMC shall provide wiring
instructions (“Wiring Instructions”) to the
Escrow Holder prior to the Scheduled Close of Escrow for the payment of the
Purchase Price to DMC.


 


4.                                       Escrow and Deliveries Into Escrow.  DMC and the Owner shall cause the Opening of
Escrow (as defined below) to occur on the Effective Date by taking the actions
required of them in this Section 4.


 


(a)  Owner agrees to deliver into the
Escrow within three (3) business days of the date hereof each of the
following:


 


(i)                                     a
fully executed counterpart of this Agreement, duly executed by Owner;


 


(ii)                                  two
fully executed counterparts of an agreement in the form of the Amended and
Restated Option Agreement attached hereto as Exhibit C
(the “Amended and Restated Option Agreement”),
duly executed by Owner;


 


(iii)                               two fully executed
counterparts of an assignment of the Sublease (the “Sublease
Assignment”) in the form of Exhibit D attached
hereto, duly executed by Owner; and


 


(iv)                              the
amount of any cash prorations computed in accordance with Paragraph 10 and
which are payable by Owner.


 


(v)                                 The Owner also agrees
to pay the remaining amount of the Purchase Price into Escrow no later than two
(2) days prior to the Scheduled Close of Escrow.


 





















 


(b) DMC agrees to deliver into the
Escrow within three business days after the date hereof each of the following:


 


(i)                                     a
fully executed counterpart of this Agreement, duly executed by DMC;


 


(ii)                                  two
fully executed counterparts of the Amended and Restated Option Agreement, duly
executed by DMC;


 


(iii)                               two
fully executed counterparts of the Sublease Assignment, duly executed by DMC;


 


(iv)                              a fully executed
quitclaim deed in the form of Exhibit E
to this Agreement, duly executed by Aerojet and in recordable form (the “Aerojet Deed”); and


 


(v)                                 a
fully executed quitclaim deed in the form of Exhibit F
to this Agreement, duly executed by DMC and in recordable form (the “DMC Deed”).


 


(c)                                  Within five (5) days
after the Opening of Escrow, the Escrow holder shall deliver a letter to the
parties confirming the date of the Opening of Escrow.


 


5.                                       Conditions to the Close of Escrow.


 


(a)                                  [Intentionally deleted.]


 


(b)                                 Conditions
Precedent to DMC’s Obligations.  The Close of Escrow and DMC’s obligations with
respect to the transaction contemplated by this Agreement are subject to:


 


(i)                                     Owner’s Deliveries.  The
Owner having delivered the funds and documents it is required by this Agreement
to deliver into the Escrow.


 


(ii)                                  Breach of
Warranty.  Each representation
and warranty of the Owner herein shall be true and correct as of the Close of
Escrow.  Escrow Holder shall assume that
this condition has been satisfied unless notified to the contrary in writing by
DMC prior to the Close of Escrow.


 


(c)                                  Failure of
Close of Escrow.  If the
Escrow fails to close for a reason other than DMC’s default under this
Agreement, (i) this Agreement and the Escrow shall terminate, (ii) the
Non-Refundable Deposit shall be retained by DMC as liquidated damages in
accordance with the provisions of Paragraph 13 (b) of this Agreement and (iii) the
Option Agreement as amended by the Amended and Restated Option Agreement shall
become effective as of 12:00 a.m. February 1, 2006 (the “Restated Option Agreement Effective Date”).  Unless and until the Amended and Restated
Option Agreement becomes effective pursuant to the terms of this paragraph, the
Option Agreement shall remain in full force and effect in its present form.


 





















 


(d)                                 Instructions
to Escrow Holder.  If this
Agreement and the Escrow terminate pursuant to the immediately preceding
paragraph, Escrow Holder is hereby instructed to promptly (i) deliver a
fully executed original of each of the Amended and Restated Option Agreement to
DMC and the Owner, (ii) deliver all copies of the Sublease Assignment to
DMC and (iii)  deliver to Owner and DMC all other funds and documents
deposited by them, respectively, into Escrow which are held by Escrow Holder on
the date of said termination, less, in the case of the party otherwise entitled
to such funds, however, the amount of any cancellation charges required to be
paid by such party under Paragraph 5(e).


 


(e)                                  Cancellation
Fees and Expenses.  In the
event this Escrow terminates because of the default of either party, the
defaulting party shall pay all cancellation charges required to be paid by and
to Escrow Holder.  In all other cases,
all such cancellation charges shall be borne equally by the Owner and DMC.


 


(f)                                    Close of Escrow.  The
Close of Escrow shall occur on January 31, 2006, or such earlier date
agreed to by the parties (as applicable, the “Scheduled
Close of Escrow”).


 


6.                                       [Intentionally
deleted.]


 


7.                                       Costs and Expenses.


 


(a)                                  DMC’s
Obligations.  DMC shall pay:


 


(i)                                     Transfer Tax.  Documentary transfer tax chargeable on the Aerojet Deed and the DMC
Deed, if any.


 


(i)                                     Escrow Fees.  One-half (2) of all escrow fees and costs.


 


(ii)                                  Prorations.  DMC’s share of prorations,
if any.


 


(b)                                 Owner’s
Obligations.  The Owner shall
pay (in addition to the Purchase Price):


 


(i)                                     Escrow Fees.  One-half (2) of all escrow fees and costs.


 


(ii)                                  Prorations.  The Owner’s share of
prorations, if any.


 


(c)                                  Professional
Fees, Etc.  The Owner and DMC
shall each pay the legal and professional fees and fees of other consultants
incurred by each of them respectively in connection with the transactions
herein contemplated.


 


8.                                       Prorations.  The
parties recognize that Aerojet is required to pay most expenses related to the
operation of the Property and that there will be few, if any, expenses that are
to be prorated in connection with the sale of the Option. Nevertheless, the
parties agree that any revenues and other income from the Property, real
property taxes and operating expenses, if any, affecting the Property and not
paid directly by Aerojet pursuant to the provisions of the Sublease shall be
prorated as of 11:59 p.m. on the day preceding the Close of Escrow. All
bonds or special


 





















 


assessments, if any, due after the Close of Escrow, which relate to the
Property and relate to events occurring prior to the Close of Escrow, shall be
prorated as of the Close of Escrow.  Any
supplementary tax bills received by the Owner following the Close of Escrow and
not payable by Aerojet pursuant to the provisions of the Sublease relating to a
period prior to the Close of Escrow shall be prorated by the parties as if said
tax bills had been available at the Close of Escrow. All real property taxes
and other prorations with respect to the Property shall be calculated as of
11:59 p.m. on the day preceding the Close of Escrow. For purposes of
calculating prorations, the Owner shall be deemed to be in title to the
Property, and therefore entitled to the income, if any, and responsible for the
expenses, for the entire day upon which the Close of Escrow occurs.


 


9.                                       Disbursements and Other Actions by Escrow Holder.  On the date of the Scheduled
Close of Escrow or such earlier time as the parties elect to close escrow,
provided that each party has satisfied each of its obligations required by this
Agreement to occur prior to the date of the Scheduled Close of Escrow, Escrow
Holder shall promptly undertake all of the following in the manner indicated:


 


(a)                                  Funds.  Except as otherwise herein provided, disburse
all funds deposited with Escrow Holder, less items to be charged to DMC
hereunder, if any, to DMC as provided in DMC’s Wiring Instructions.


 


(b)                                 Recording.  Cause to be recorded in the Official Records
the Aerojet Deed first followed by the DMC Deed,
together with such other instruments, if any, that the parties may mutually
direct to be recorded in the Official Records, and obtain conformed copies
thereof for distribution to the Owner and DMC.


 


(c)                                  Deliver.  Deliver (i) to each party (1) a
fully executed original of this Agreement and (2) a fully executed copy of
the Sublease Assignment, and (ii) to Owner all originals of the Amended
and Restated Option Agreement (which the parties agree shall then be of no
force or effect, each party agreeing to destroy all executed originals and
execution copies thereof).


 


(d)                                 The Owner expressly
agrees that notwithstanding the recordation of the Aerojet Deed and the Close
of Escrow it shall not disturb Aerojet in its occupancy and quiet enjoyment of
the Property pursuant to the Sublease so long as Aerojet complies with its
obligations thereunder. The parties agree that Aerojet is intended to be a
third party creditor beneficiary of this paragraph.


 


10.                                 [Intentionally
deleted.]


 


11.                                 DMC’s
Representations and Warranties. 
In addition to any other express agreements of DMC herein contained, the
following constitute representations and warranties of DMC to the Owner, all of
which representations and warranties shall survive the sale of the Option from
DMC to Owner and the Close of Escrow. 
Each of such representations and warranties shall be continuing and
shall remain true and correct as of the Close of Escrow with the same force and
effect as if remade by DMC in a separate certificate at that time.


 





















 


(a)                                  Authority.  DMC has the legal power, right and authority
to enter into this Agreement and to execute and deliver this Agreement, to
consummate the transactions contemplated by this Agreement, and to execute and
deliver the other documents, instruments and agreements required to be executed
or delivered by DMC under this Agreement without the necessity of any act or
consent of any other person whomsoever.


 


(b)                                 Requisite
Action.  The execution, delivery and performance by DMC
of this Agreement and each and every agreement, document and instrument
provided for in this Agreement have been duly authorized and approved by all
corporate action on the part of DMC.


 


(c)                                  Binding
Nature.  This Agreement and
all documents required hereby to be executed by DMC are and shall be valid,
legally binding obligations of and enforceable against DMC in accordance with
their terms, subject, only to applicable bankruptcy, insolvency,
reorganization, moratorium laws or similar laws or equitable principles
affecting or limiting the rights of contracting parties generally.


 


(d)                                 Contracts.  There are no oral or written contracts
between DMC and any other person or entity with respect to the ownership,
operation, maintenance, use or occupancy of the Property, other than the
Sublease and the Option Assignment.  DMC
has not assigned or otherwise granted any right or interest in the Option or
the Option Agreement to any person or entity, other than the rights expressly
granted to Aerojet under the Option Assignment. 
The Sublease has not been modified or amended in any manner
whatsoever.  The Option Assignment is
terminated and of no force or effect.  Neither Aerojet nor any other person or entity has any right to
exercise any right under the Option Assignment, and Aerojet has not
assigned any of its rights under the Option Assignment to any person or
entity.  Upon the Close of Escrow, Owner
will be the sole owner of the Option and the Option Agreement, free and clear
of any lien, claim, right of third party or other encumbrance whatsoever, other
than any encumbrance placed on the Option or Option Agreement solely by Owner.


 


(e)                                  Title
Matters.  Except as expressly
disclosed in the Option Agreement, upon the recordation of the Aerojet Deed and
the DMC Deed in the Official Records, there will be no matters of record
against the Property placed there by DMC or caused by the acts or omissions of
DMC or any of its agents or representatives.


 


(f)                                    [Intentionally
deleted.]


 


(g)                                 Option.  DMC has not exercised and could not exercise
the Option.


 


(h)                                 Property
Conditions.  DMC has not
become aware of any material adverse conditions affecting the Property caused
by any third party.


 


12.                                 Owner’s
Representations and Warranties.         In
addition to any express agreements of the Owner herein contained, the following
constitute representations and warranties of the Owner to DMC.  Each of such representations and warranties
shall be continuing and shall remain true and correct as of the Close of Escrow
with the same force and effect as if remade by Owner in a separate certificate
at that time.


 





















 


(a)                                  Authority.  The Owner has the legal power, right and
authority to enter into this Agreement, and the instruments referenced herein,
and to consummate the transactions contemplated hereby.


 


(b)                                 Requisite
Action.  All requisite action
has been taken by the Owner in connection with the entering into this
Agreement, and the instruments herein referenced, and the consummation of the
transactions hereby contemplated.


 


(c)                                  Binding
Nature.  This Agreement and
all documents required hereby to be executed by the Owner are and shall be
valid, legally binding obligations of and enforceable against the Owner in
accordance with their terms, subject, only to applicable bankruptcy,
insolvency, reorganization, moratorium laws or similar laws or equitable principles
affecting or limiting the rights of contracting parties generally.


 


(d)                                 In addition to any
information concerning the Property of which Owner has become aware as a result
of its ownership of the Property, Owner has had the opportunity to inspect the
Property and evaluate the condition of the Property.


 


(e)                                  [Intentionally
deleted.]


 


(f)                                    No Other Representations.  DMC has made no representations or warranties
to the Owner, oral or written, except as may be specifically set forth in this
Agreement, the Lease Assignment, or the Lease.


 


(g)                                 [Intentionally
deleted.]


 


13.                                 Legal and
Equitable Enforcement of this Agreement; Indemnities.


 


(a)                                  Default by
DMC.  In the event the Close
of Escrow and the consummation of the transactions herein contemplated do not
occur by reason of any default by DMC, the Owner shall have the right to pursue
any right, claim, damage and remedy available to it at law or in equity.


 


(b)                                 Default by
Owner.  IN THE EVENT THE CLOSE
OF ESCROW AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DO NOT
OCCUR AS HEREIN PROVIDED ON OR BEFORE THE SCHEDULED CLOSE OF ESCROW AS A RESULT
OF A REASON OTHER THAN DMC’S DEFAULT, THE OWNER AND DMC AGREE THAT IT WOULD BE
IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH DMC MAY SUFFER.  THEREFORE THE OWNER AND DMC HEREBY AGREE THAT
A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT DMC WOULD SUFFER IN THE
EVENT ESCROW FAILS TO CLOSE FOR ANY REASON OTERH THAN DMC’S DEFAULT IS AND
SHALL BE, AS DMC’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), (I)
AN AMOUNT EQUAL TO THE NON-REFUNDABLE DEPOSIT PLUS ANY INTEREST ACCRUED
THEREON, AND (II) THE AMENDED AND RESTATED OPTION AGREEMENT BECOMING EFFECTIVE
ON THE RESTATED OPTION EFFECTIVE DATE. SAID REMEDY SHALL BE DMC’S FULL, AGREED
AND LIQUIDATED


 





















 


DAMAGES FOR THE FAILURE OF ESCROW TO CLOSE ON OR BEFORE THE SCHEDULED
CLOSE OF ESCROW, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN
EXPRESSLY WAIVED BY DMC.  THE PAYMENT OF
THE NON-REFUNDABLE DEPOSIT AS LIQUIDATED DAMAGES AND THE EFFECTIVENESS OF THE
AMENDED AND RESTATED OPTION AGREEMENT ON THE RESTATED OPTION AGREEMENT
EFFECTIVE DATE IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF
CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED
DAMAGES TO DMC PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 and 1677.
DMC HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389.


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Owner’s Initials

  	
   

  	
  DMC’s Initials

  	
   

  



 


(c)                                  Owner’s Indemnity.  Owner
shall indemnify, defend and hold harmless DMC, and each of DMC’s officers,
directors, agents and representatives, and each of their successors and
assigns, from and against any and all claims, liabilities, demands, lawsuits,
litigation, losses, damages (including consequential damages and penalties),
fees, costs and expenses (including settlement costs, and costs and expenses of
counsel and other professional fees, including those incurred in investigating,
bringing or defending any claim or action or threatened claim or action),
obligations, liens, executions, fines, awards, indebtedness, defenses and
causes of action, of every and whatever type, kind, nature, description or
character (collectively, “Claims and Liabilities”),
arising out of, connected with or relating to any breach by Owner of any of its
representations and warranties under this Agreement.


 


(d)                                 DMC’s
Indemnity.  DMC shall
indemnify, defend and hold harmless Owner, and each of Owner’s managers,
members, agents and representatives, and each of their successors, heirs and
assigns, from and against any and all Claims and Liabilities arising out of,
connected with or relating to any breach by DMC of any of its representations
and warranties under this Agreement.


 


(e)                                  Non-Exclusive
Remedy.  The indemnities set
forth in paragraphs (c) and (d) of this Section 13 shall forever
terminate on the first anniversary of the Close of Escrow, other than those
Claims and Liabilities for which a party has demanded indemnification in
writing from the other party prior to such time, which Claims and Liabilities
shall survive such termination.  The
rights and remedies set forth in paragraphs (c) and (d) of this Section 13
shall not be exclusive, but shall be cumulative with any other rights and
remedies available.


 


14.                                 Notices.  All notices or other communications required
or permitted hereunder shall be in writing, and shall be personally delivered
(including by means of professional messenger service) or sent by registered or
certified mail, postage prepaid, return receipt requested, or by facsimile
transmission followed by delivery of a “hard” copy, and shall be deemed
received upon the date of receipt thereof.


 





















 


	
  If to Owner:

  	
   

  	
  Spin Forge,
  LLC

  
	
   

  	
   

  	
  2 Evergreen
  Road

  
	
   

  	
   

  	
  Severna
  Park, Maryland 21146

  
	
   

  	
   

  	
  Attention:
  Joseph Allwein

  
	
   

  	
   

  	
  Facsimile:
  (410) 431-7050

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Van Etten
  Suzumoto & Becket LLP

  
	
   

  	
   

  	
  1620 26th
  Street, Suite 600 North

  
	
   

  	
   

  	
  Santa
  Monica, California 90404

  
	
   

  	
   

  	
  Attention:
  Richard S. Grant, Esq.

  
	
   

  	
   

  	
  Facsimile:
  (310) 315-8210

  	
  A

  
	
   

  	
   

  	
   

  
	
  If to DMC:

  	
   

  	
  Dynamic
  Materials Corporation

  
	
   

  	
   

  	
  5405 Spine
  road

  
	
   

  	
   

  	
  Boulder,
  Colorado 80301

  
	
   

  	
   

  	
  Attention:
  Richard Santa

  
	
   

  	
   

  	
  Facsimile:
  (303) 604-1897

  
	
   

  	
   

  	
   

  
	
  With a copy
  to:

  	
   

  	
  Milan D. Smith, Jr., Esq.

  
	
   

  	
   

  	
  Smith Crane Robinson & Parker, LLP

  
	
   

  	
   

  	
  Suite 500, 21515 Hawthorne Boulevard

  
	
   

  	
   

  	
  Torrance, California 90503

  
	
   

  	
   

  	
  Fax: (310) 543-4507

  
	
   

  	
   

  	
   

  
	
  To Escrow
  Holder:

  	
   

  	
  Carolyn Marcial

  
	
   

  	
   

  	
  Escrow Officer

  
	
   

  	
   

  	
  First American Title Insurance Company

  
	
   

  	
   

  	
  National Commercial Services

  
	
   

  	
   

  	
  520 N. Central Avenue, 8th Floor

  
	
   

  	
   

  	
  Glendale, California 91203

  
	
   

  	
   

  	
  Facsimile: (818) 242-5916

  



 


Notice of change of address shall be given by written notice in the
manner detailed in this Paragraph 14.


 


15.                                 Broker.
At the Close of Escrow, DMC shall pay from funds accruing to DMC through
Escrow, pursuant to DMC’s separate agreement (the “Listing
Agreement”) with Grubb & Ellis Company (“Broker”), the brokerage commission and fees owed to DMC’s
Broker in connection with the transactions contemplated by this Agreement. The
Owner represents and warrants to DMC that it is not represented in this
transaction by the Broker. DMC represents and warrants to the Owner that except
for the Broker, it has engaged no other broker or finder in connection with any
transaction contemplated by this Agreement. The Owner represents and warrants
to DMC that it has engaged no broker or finder in connection with any
transaction contemplated by this Agreement. In the event any claims for brokers’
or finders’ fees or commissions in connection with the negotiation, execution
or consummation of this Agreement are made by anyone other than the Broker
against DMC, then the Owner shall indemnify, save


 





















 


harmless and defend DMC from and against such claims if they are based
upon any statement or representation or agreement by the Owner, and DMC shall
indemnify, save harmless and defend the Owner from and against any claims,
liabilities, damages, fees, losses, costs and expenses (including reasonable
attorneys’ fees and expenses) 
if made or based upon any statement, representation or agreement
made by DMC or as a result of claims of Broker or pursuant to the Listing
Agreement.


 


16.                                 Required
Actions of Owner and DMC.  The
Owner and DMC each agree to execute all such instruments and documents and to
take all actions pursuant to the provisions hereof in order to consummate the
purchase and sale herein contemplated and shall use their good faith efforts
and due diligence to accomplish the Close of Escrow in accordance with the
provisions hereof.


 


17.                                 Assignment.  This Agreement may not be assigned
by either party.


 


18.                                 Miscellaneous.


 


(a)                                  Partial
Invalidity.  If any term or
provision of this Agreement or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder
of this Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each such term and provision of this
Agreement shall be valid and be enforced to the fullest extent permitted by
law.


 


(b)                                 Waivers.  No waiver of any breach of any covenant or
provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof, or of any other covenant or
provision herein contained.  No extension
of time for performance of any obligation or act shall be deemed an extension
of the time for performance of any other obligation to act except those of the
waiving party, which shall be extended by a period of time equal to the period
of the delay.


 


(c)                                  Successors
and Assigns.  This Agreement
shall be binding upon and shall inure to the benefit of the permitted
successors and assigns of the parties hereto.


 


(d)                                 Professional
Fees.  In the event any action
or suit is brought by a party hereto against another party hereunder by reason
of any breach of any of the covenants, agreements or provisions on the part of
the other party arising out of this Agreement, then the prevailing party shall
be entitled to have and recover of and from the other party all costs and
expenses of the action or suit, including, without limitation, actual attorney
fees, accounting and engineering fees, and any other professional fees
resulting therefrom.


 


(e)                                  Entire
Agreement.  This Agreement
(including all Exhibits attached hereto) is the final expression of, and
contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior understandings with respect
thereto.  This Agreement may not be
modified, changed, supplemented or terminated, nor may any obligations
hereunder be waived, except by written instrument signed by the party to be
charged or by its agent duly authorized in writing or as otherwise expressly
permitted herein.  The parties


 





















 


do not intend to
confer any benefit hereunder on any person, firm or corporation other than the
parties hereto.


 


(f)                                    Time of Essence.  DMC
and the Owner hereby acknowledge and agree that time is strictly of the essence
with respect to each and every term, condition, obligation and provision hereof
and that failure to timely perform any of the terms, conditions, obligations or
provisions hereof by either party shall constitute a material breach of and a
non-curable (but waivable) default under this Agreement by the party so failing
to perform.  The provisions of this
paragraph shall apply to the requirement in this Agreement that Escrow shall
close on or before the date of the Scheduled Close of Escrow.


 


(g)                                 Construction.  Headings at the beginning of each paragraph
and subparagraph are solely for the convenience of the parties and are not a
part of the Agreement.  Whenever required
by the context of this Agreement, the singular shall include the plural and the
masculine shall include the feminine and vice versa.  This Agreement shall not be construed as if
it had been prepared by one of the parties, but rather as if both parties had
prepared the same.  Unless otherwise
indicated, all references to paragraphs and subparagraphs are to this
Agreement.  All exhibits referred to in
this Agreement and the Glossary of Terms are attached and incorporated by this
reference.  In the event the date on
which Owner or DMC is required to take any action under the terms of this
Agreement is not a business day, the action shall be taken on the next
succeeding business day.  A “business day” shall be a day on which the Escrow Holder is
regularly open for business to the general public.


 


(h)                                 Governing
Law.  The parties hereto
acknowledge that this Agreement has been negotiated and entered into in the
State of California.  The parties hereto
expressly agree that this Agreement shall be governed by, interpreted under,
and construed and enforced in accordance with the laws of the State of
California.


 


(i)                                     Separate Counterparts.  This document may be executed in one or more
separate counterparts, each of which, when so executed, shall be deemed to be
an original.  Such counterparts shall,
together, constitute and be one and the same instrument.


 


(j)                                     Further Assurances.  Each party hereto agrees that it will, at
anytime and from time to time after the Close of Escrow, upon request of the
other party hereto, do, execute, acknowledge and deliver or will cause to be
done, executed, acknowledged or delivered, such further acts, deeds,
assignments, conveyances and assurances as may reasonably be required for the
better carrying out of the transaction envisioned by this Agreement. The
parties agree that upon the Close of Escrow, the Owner shall have the
unilateral right to record a termination of any Memorandum of Option concerning
the Option Agreement and/or the Operating Lease.


 


//


 


//


 


//


 





















 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date and year
hereinabove written.


 


 


	
   

  	
  DYNAMIC
  MATERIALS CORPORATION,

  
	
   

  	
   a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPIN
  FORGE, LLC,

  
	
   

  	
  a California
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
						



 





















 


GLOSSARY
OF TERMS


 


1.                                       “Close of Escrow” means the date the DMC Deed and the Aerojet
Deed are recorded in the Official Records.


 


2.                                       “Escrow” means the escrow opened with the Escrow Holder for
the consummation of the transaction described in this Agreement.


 


3.                                       “Escrow Holder” means Carolyn Marcial Escrow Officer First
American Title Insurance Company National Commercial Services 520 N. Central
Avenue, 8th Floor Glendale, California 91203.


 


4.                                       “Official Records” means the records of the County Recorder
Los Angeles County.


 


5.                                       “Opening of Escrow” means the date on which a fully executed
copy of this Agreement is delivered to Escrow Holder by Owner and DMC and DMC
and Owner have delivered into the Escrow the other documents and agreements
required to be delivered into the Escrow under Section 4 above.


 





















 


EXHIBIT A


 


LEGAL
DESCRIPTION OF PROPERTY


 


[TO BE
ATTACHED AT EXECUTION]


 





















 


EXHIBIT B


 


SUBLEASE


 


[TO BE
ATTACHED AT EXECUTION]


 





















 


EXHIBIT C


 


AMENDED AND RESTATED OPTION AGREEMENT


 


THIS AMENDED AND RESTATED OPTION AGREEMENT
(this “Agreement”) is made and entered into on
this              
by and between DYNAMIC MATERIALS CORPORATION, a
Delaware corporation (“DMC”), and SPIN FORGE, LLC, a California limited liability company (“Owner”), with respect to the following facts:


 


A.                                   The
Owner owns real property (the “Owned Land”)
located in Los Angeles County, California with a street address of 1700 East
Grand Avenue, El Segundo, California 90245 and more particularly described on Exhibit A attached hereto and incorporated herein by
this reference. The Owned Land, together with all appurtenant easements and
other appurtenances thereto, together with all buildings, structures, and other
improvements located thereon and all fixtures attached thereto (collectively,
the “Building”), is referred to herein
collectively as the “Property.”


 


B.                                     The
Property is currently subject to that certain Operating Lease dated as of March 18,
1998 (the “Operating Lease”) between Owner
and DMC providing for the lease of the Property by DMC from Owner.


 


C.                                     DMC
and Owner have entered into an Option Agreement dated as of March 18,
1998, which agreement (as heretofore modified, the “Option
Agreement”) has been previously modified by written Amendments One
through Five inclusive.


 


D.                                    The
Option Agreement was entered into concurrently with that certain Asset Purchase
Agreement (the “Purchase Agreement”) dated as of March 18,
1998.  Capitalized terms used in this
Agreement and not otherwise defined in this Agreement shall have the meanings
ascribed thereto in the Purchase Agreement.


 


E.                                      DMC has subleased
the Property to Aerojet-General Corporation (“Aerojet”) pursuant to the provisions of a Sublease dated September 17,
2004 (the “Sublease”).


 


F.                                      DMC
and Owner wish to further amend the Option Agreement and to restate the
contents thereof in its entirety as set forth herein.


 


NOW, THEREFORE, in consideration of the
payment by DMC to Owner of the Option Fee and the Extension Fee and in consideration
of the promises and agreements of the parties set forth herein, the sufficiency
of which is hereby acknowledged by both Owner and DMC, Owner and DMC hereby
promise and agree as follows:


 


1.                                       Option. Owner hereby grants to DMC an exclusive option (the “Option”) to purchase the Property on the terms and subject
to the conditions set forth in this Agreement.


 





















 


A.                                   Term. The term of the Option (the “Term”)
commenced as of March 18, 1998 and shall terminate on January 1,
2012.


 


B.                                     Time of Exercise. The Option may be exercised by DMC at any
time from and after November 1, 2006 12:01 a.m. P.S.T. until the
expiration of the Term.


 


C.                                     Procedure for Exercise. The Option may be exercised during
the time specified in Section 1(B) by delivering to Owner a written
notice of exercise (the “Exercise Notice”)
stating that DMC is thereby exercising the Option.


 


2.                                       Purchase Price.


 


The purchase price for the Property upon exercise of the Option (the “Purchase Price”) shall be Two Million Eight Hundred Eighty
Thousand Dollars ($2,880,000.00); provided, however, that if the Option is
exercised after January 31, 2007, the Purchase Price shall the greater of (A) the
fair market value of the Property at the time the Option is exercised (as
determined in accordance with the procedures set forth in Article 1, Section C
of the Operating Lease for the determination of “Extended
Term Base Rent”) or (B) Two Million Eight Hundred Eighty
Thousand Dollars ($2,880,000.00); and provided further that if the Option is
exercised on or before January 31, 2007 but the purchase of the Property
is not closed on or before January 31, 2007 due to the default of the
Owner or the fact that the sixty (60) day period called for in Section 11
hereof has not yet passed, the Purchase Price shall be Two Million Eight
Hundred Eighty Thousand Dollars ($2,880,000.00), provided that the purchase of
the Property is closed within a reasonable period of time after Owner has cured
such default.


 


3.                                       Documents Received by DMC. DMC hereby acknowledges that, as
of the date of this Agreement, DMC has received copies of the following
documents:


 


A.                                   The
Land Title Survey of the Property prepared by Guy J. Olsen, dated June 27,
1997.


 


B.                                     The
Owner’s Policy of Title Insurance Number 7130117X49 covering the Property dated
effective February 26, 1998 issued by Chicago Title Insurance Company to
Owner; and Owner’s Policy of Title Insurance Number 9632400-8 covering the
Property dated effective December 11, 1996 issued by First American Title
Insurance Company (the “Current Policy”).


 


4.                                       Owner’s Affirmative Operating Covenants. Until the earliest
to occur of the end of the Term, the purchase of the Property by DMC (or any
assignee of DMC’s interest in the Option), or the termination of this
Agreement, Owner shall operate, maintain, and repair the Property in a manner
required under the Operating Lease. In addition, Owner agrees to further
cooperate with DMC as follows:


 


A.                                   Owner
hereby agrees that DMC (and/or its nominee(s)) and their agents (“Authorized Parties”) shall have the right during the Term to
access all and any part of the Property to undertake such inspections,
investigations, tests, studies (including, but not limited to, entitlement
and/or economic and feasibility studies and the environmental condition of the


 





















 


Property), review materials and determine the feasibility of obtaining
such permits (including, without limitation, those related to title, lawful
subdivision, economic and feasibility studies, zoning, building codes, setback
and other similar requirements and other governmental regulations, engineering
tests, government entitlements, economic feasibility and the existence and
location of utilities), as DMC or other Authorized Party may elect to obtain.
The activities envisioned and authorized by this Section 4 (A) are
sometimes referred to herein as “Section 4 (A) Activities.”


 


B.                                     The
rights granted in Section 4 (A) above are expressly conditioned upon
fulfillment of the following requirements:


 


(i)                                     The Authorized
Parties shall not unreasonably interfere with Aerojet’s or any authorized third
party’s use or operation of the Property;


 


(ii)                                  Representatives of
Owner shall be notified at least two (2) business days prior to the time
when any Authorized Party will be on the Property and Owner’s representatives
shall have the right to accompany the Authorized Party at all times when the
same are on the Property and to take “split samples” of any tests conducted;


 


(iii)                               No Authorized Party
shall invade, alter or destroy the Property, nor any improvement thereon in any
manner whatsoever, except as expressly agreed by Owner; provided, however,
Authorized Parties may do such invasive environmental, soils and geological
testing as may be commercially reasonable so long as the requirements of subsection (e) and
Section 3 below are satisfied;


 


(iv)                              DMC shall obtain and
maintain (i) liability insurance in the amount of, at least, One Million
Dollars ($1,000,000) for property damage coverage and in the amount of, at
least, One Million Dollars ($1,000,000) for personal injury coverage, and (ii) such
workers’ compensation insurance and disability insurance, as required by law,
all of which insurance shall name Owner as an additional insured party with
respect to DMC and any other Authorized Party. 
DMC (or any Authorized Party desiring to enter upon the Property to
undertake Section 4 (A) Activities) shall provide to Owner one or
more certificates of insurance evidencing such coverage prior to entering upon
the Property for the purpose of conducting any Section 4 (A) Activities;
and


 


(v)                                 Except as expressly
noted herein, any Section 4 (A) Activity performed on, or in
connection with the Property by DMC, or any other Authorized Party, shall be at
that party’s sole cost and expense.  DMC,
for itself and any Authorized Party, covenants and agrees to pay, or caused to
be paid, in full all persons who perform labor upon or furnish materials to the
Property and not to permit or suffer any mechanic’s or materialman’s lien(s) of
any kind or nature to be asserted or enforced against the Property, for any
work done or materials furnished thereon or thereto at the instance or request
of, or on behalf of DMC, or any other Authorized Party.  Moreover, DMC shall have the responsibility
to remove, or cause to be removed, from the Property and lawfully dispose of
all cuttings, debris, core samples, test borings, materials, and any other
remains or samples resulting from any Section 4 (A) Activities, at
its sole cost and expense.


 





















 


C.                                     DMC,
for itself and any Authorized Party, hereby agrees to indemnify, defend and
hold Owner, its agents, representatives and assigns, free and harmless from and
against any and all losses, costs, liabilities, claims, damages or expenses of
any kind (including, without imitation, reasonable attorney fees and costs) arising
out of any Section 4 (A) Activities, or any other acts or omissions
caused, suffered, authorized or permitted by DMC, or any other Authorized
Party, on or in connection with the Property in connection with the carrying
out of any Section 4 (A) Activities. 
Moreover, DMC hereby agrees, at its sole cost and expense, to promptly
restore, or cause to be restored, the Property substantially to its condition
immediately prior to the performance of the Section 4 (A) Activities
by DMC or any other Authorized Party.


 


D.                                    Owner understands
that DMC and/or another Authorized Party may undertake the necessary processes
and investigations with the cognizant government authorities for the master
planning of the Property (“Master Planning Activities”),
including, but not limited to, obtaining from the City of El Segundo and any
other cognizant governmental entities, a vesting tentative map, environmental
impact reports, conditional use permits, and/or any other entitlement(s) deemed
necessary or appropriate by DMC or any Authorized Party to enhance the
developability of the Property.


 


E.                                      Owner hereby
authorizes DMC and any other Authorized Party to undertake the Master Planning
Activities with respect to the Property and, subject to the restrictions herein
contained, authorizes DMC and such other Authorized Party to exercise such
powers in its name and stead as may be necessary and appropriate in connection
therewith.


 


F.                                      Owner
hereby agrees to join in executing any applications for governmental approvals
and/or entitlements reasonably as may be requested by DMC from time to time in
connection with such Master Planning Activities, but with no personal
obligation being assumed by Owner beyond that of executing applications or
other documents prepared by DMC or an Authorized Party in connection with the
Property.  DMC will reimburse, or cause the relevant Authorized Party to reimburse, Owner’s
reasonable out-of-pocket expenses, if any, incurred in cooperating with such
attempts to obtain governmental approvals.


 


G.                                     The
agreement by Owner to cooperate with such Master Planning Activities and any
other provision of this Agreement shall not be construed as making either a
partner or joint venturer of the other.


 


H.                                    If
for any reason DMC or another Authorized Party does not acquire the Property
from Owner, DMC shall deliver to Owner, at no cost or expense to Owner, such
written work product, except that which is subject to a recognized legal
privilege, pertaining to the development and improvement of the Property as it
has in its possession or control.


 


5.                                       Owner’s Negative Operating Covenant. Until the earliest to
occur of the end of the Term, the purchase of the Property by DMC (or any
assignee of DMC’s interest in the Option) or the termination of this Agreement,
Owner shall not, without the prior written consent of DMC, which consent shall
not be unreasonably withheld, sell, convey, further option, lease, or otherwise
cloud title to the Property or any portion thereof or contract to do any of the
foregoing.


 


6.                                       Title.                   Title
to the Property shall be subject to the following matters:


 





















 


A.                                   The
lien for general real property taxes, general assessments, and all installments
of special assessments against the Property for the year of Closing and all
subsequent years.


 


B.                                     The
matters set forth in the Current Policy other than monetary liens that are
approved pursuant to Section 6 (A) or 6 (C).


 


C.                                     Any
and all matters accepted or deemed accepted by DMC pursuant to Section 8
of this Agreement.


 


The foregoing
title exceptions are collectively referred to herein as the “Permitted Exceptions.”


 


7.                                       Title Commitment. Owner shall within ten (10) days
after its receipt of the Exercise Notice, furnish to DMC a preliminary report
(the “Preliminary Report”) from a title
insurance company reasonably acceptable to both Owner and DMC (the “Title Company”) showing title to the Property vested in
Owner. Contemporaneous with the delivery of the Preliminary Report, the Title
Company shall deliver to DMC copies of all instruments referred to in the
Preliminary Report.


 


8.                                       Title Matters.


 


A.                                   Objection by DMC. Within ten (10) days after DMC’s
receipt of the Preliminary Report, DMC shall give Owner notice of all title
defects to which it objects disclosed by the Preliminary Report (“Title Defects”) that are not already deemed approved
pursuant to Section 6 (A) and (B) hereof. Any and all Title
Defects which are not objected to by notice from DMC to Owner given within said
ten (10) day period shall be deemed accepted by DMC and shall constitute
Permitted Exceptions.


 


B.                                     Owner’s Option to Cure. In the event DMC gives Owner timely
notice of DMCs objection to any Title Defects, Owner shall have the right to
cure such Title Defects at or prior to the Closing as provided in this Section 8
(B) but shall not be obligated hereby to cure any such Title Defects or to
incur any expense in connection with any such cure.  For purposes hereof, a Title Defects shall be
deemed cured if (i) the Title Company deletes the Title Defects from the
Preliminary Report and the Policy; or (ii) the Title Company undertakes in
writing to add a provision to the Policy obligating the Title Company, within
the limits of such Policy, to protect DMC against loss or damage incurred on
account of such Title Defects.


 


C.                                     Termination by DMC. If each of the Title Defects timely
objected to by DMC has not been cured prior to the date of the Closing, DMC
shall have the right, as its sole and exclusive remedy, to be exercised by
written notice given to Owner at or prior to the Closing, to: (i) terminate
this Agreement; (ii) waive its objection to such Title Defects and accept
the same as Permitted Exceptions; or (iii) reduce the Purchase Price to
reflect the detriment to the Property caused by the Title Defects as mutually
agreed by Owner and DMC, provided that Owner and DMC shall have no obligation
to agree on such amount.  In the event
DMC does not notify Owner and the Escrow Holder at or prior to the Closing (i) of
its decision to terminate this


 





















 


Agreement, (ii) that
the Owner and DMC have not reached agreement on the reduction of the Purchase
Price, or (iii) DMC has decided not to waive its objection(s) to any
non-cured Title Defects, DMC shall be deemed to have waived its objection to
such Title Defects and to have accepted such Title Defects as Permitted Exceptions.  In the event this Agreement is terminated by
DMC pursuant to this Section 8 (C) both parties shall thereupon be
relieved of all further obligations hereunder.


 


9.                                     As-Is Sale. DMC is thoroughly familiar with the condition of
the Property.  DMC IS NOT RELYING ON ANY
REPRESENTATION, WARRANTY, WRITTEN INFORMATION, DATA, REPORT OR STATEMENT OF
OWNER OR ITS AGENTS AS TO THE CONDITION OF THE PROPERTY AND IS PURCHASING THE
PROPERTY IN ITS “AS-IS” “WHERE-IS” CONDITION, WITH ALL FAULTS, BASED SOLELY UPON
DMC’S KNOWLEDGE OF THE PROPERTY AND ITS OWN INDEPENDENT INSPECTION AND REVIEW
OF THE PROPERTY. BY CONSUMMATING THE CLOSING, DMC SHALL BE DEEMED TO HAVE BEEN
SATISFIED WITH ALL ASPECTS OF THE PROPERTY, INCLUDING. WITHOUT
LIMITATION, THE CONDITION AND PHYSICAL ASPECTS OF THE BUILDING, THE CONDITION
OF THE PROPERTY, THE AVAILABILITY OF UTILITIES AND SANITARY FACILITIES AND THE
SUITABILITY OF THE PROPERTY FOR ITS INTENDED USE.


 


10.                                 Prorations. Real
property taxes, assessments, and current installments of special assessments on
the Property shall be prorated to the date of Closing.  All other items of income and expense for the
Property shall be prorated to the date of the Closing based upon the best
information available on the date of the Closing. Prorations under this Section 10
based upon estimated amounts or deferred until further information becomes
available shall be re-prorated between the parties after the Closing as soon as
the information required to make a definitive proration becomes available.


 


11.                                 Closing. The
purchase and sale of the Property, and each of the deliveries contemplated
below, shall be consummated on or before sixty (60) calendar days after the
date of the Exercise Notice through an escrow (the “Escrow”)
with an escrow company located in Los Angeles County that is reasonably
satisfactory to Owner and DMC (the “Escrow Holder”).  Escrow shall be opened as soon as practicable
following DMC’s exercise of the Option. 
This Agreement, as well as any escrow instructions executed by DMC and
Owner at the request of the Escrow Holder shall constitute the Escrow Holder’s
instructions.  In the event of any
conflict or inconsistency between this Agreement and any other instructions
delivered to the Escrow Holder, the terms of this Agreement shall govern the
duties of the Escrow Holder and the rights and obligations of DMC and Owner. At
the Closing:


 


A.                                   DMC
(or any assignee of DMC’s interest in the Option) shall pay to Owner the
Purchase Price as well in cash or other immediately available funds


 


B.                                     Owner
shall convey the fee simple absolute of the Property to DMC (or any assignee of
DMC’s interest in the Option) by grant deed, free and clear of all liens and
encumbrances, subject only to the Permitted Exceptions.


 





















 


C.                                     Owner
shall assign, deliver and otherwise transfer (as appropriate) to DMC (or any
assignee of DMC’s interest in the Option) and DMC (or any assignee of DMC’s
interest in the Option) shall assume (as appropriate) all obligations of Owner
under, any and all service, maintenance and management agreements, if any,
affecting the Property unless DMC (or any assignee of DMC’s interest in the
Option) have requested that Owner terminate any such prior to the Closing, and
all plans, specifications, surveys, studies, warranties, licenses, permits,
certificates of occupancy and all other similar items in Owner’s possession or
control affecting the Property.


 


D.                                    Owner
shall obtain the unconditional commitment of the Title Company to issue to DMC
its ALTA extended coverage policy of title insurance (the “Policy”)
insuring title to the Property in DMC (or any assignee of DMC’s interest in the
Option) in the amount of the Purchase Price.


 


E.                                      The
parties shall each do or cause to be done such other matters and things as
shall be necessary or appropriate to consummate the Closing.


 


F.                                      Each
party shall pay (through deliver into the Escrow or from funds derived from a
portion of the Purchase Price) one-half of any charges imposed by the Escrow
Company for its services, Owner shall pay the premium charged by the Title
Company for the Policy, the cost of any survey or survey update necessary for
the Title Company to issue the Policy, the cost of any Documentary Transfer
Tax, and the cost of discharging any monetary encumbrance that is a lien on the
Property, and DMC (or any assignee of DMC’s interest in the Option) shall pay
all recording fees.


 


12.                                 Sales Commissions. Owner and DMC shall each indemnify,
defend and hold the other harmless from and against any and all claims for
commissions, fees or other compensation made by any real estate broker, agent,
salesman, finder, or other person as a result of the sale of the Property
herein contemplates on account of any implied or express commitment or
undertaking to pay such a commission or fee made by the indemnifying party.


 


13.                                 Assignment. This Agreement shall be binding and effective on
and inure to the benefit of the successors and assigns of the parties
hereto.  Either party shall have the
right to assign its rights under this Agreement to any person or entity without
obtaining the consent of the other party. Upon any such assignment and the
assumption in writing by the assignee of all obligations and benefits under
this Agreement by the assignee (with a copy of such assignment and assumption
being delivered to the non-assigning party hereunder) the assignor shall be
relieved of any further financial or other obligation to the other party under
this Agreement.


 


14.                              Recording. Owner
and DMC shall promptly upon the request of either of them execute a short form
memorandum of this Agreement in form and substance acceptable to both Owner and
DMC and suitable for recording and, at the option of either party, may file
such memorandum for record in the Official Records of Los Angeles County,
California.


 


15.                               Specific
Performance. The parties agree that it is impossible to measure in
money the damages which would accrue to DMC by reason of a failure by Owner to
perform any of the obligations as set forth in this Agreement.  Accordingly, Owner agrees that DMC


 





















 


may
have specific performance of this Agreement in any court of competent
jurisdiction.  Furthermore, if DMC or any
successor-in-interest institutes any action or proceeding to enforce the
provisions of this Agreement, any person (including Owner) against whom such
action or proceeding is brought hereby waives the claim or defense therein that
DMC or any successor-in-interest has an adequate remedy at law.


 


16.                                Attorneys’
Fees. In the event that a law suit is brought to enforce or
interpret all or any portion of this Agreement, the prevailing party in such
suit shall be entitled to recover, in addition to any other relief available to
such party, reasonable costs and expenses, including, without limitation,
attorneys’ fees, incurred in connection with such suit.


 


17.                                 Notices. All notices provided for herein shall be in writing
and shall be deemed given to a party when a copy thereof, addressed to such
party as provided herein, is actually delivered by personal delivery, by
overnight courier service, by facsimile transmission, or by certified or
registered mail, return receipt requested, to the address of such party.  All notices to Owner shall be addressed to
Owner at the following address and facsimile number or such other address and
facsimile number of which Owner gives DMC notice hereunder:


 


	
  If to Owner:

  	
   

  	
  Spin Forge,
  LLC

  
	
   

  	
   

  	
  2 Evergreen
  Road

  
	
   

  	
   

  	
  Severna
  Park, Maryland 21146

  
	
   

  	
   

  	
  Attention:
  Joseph Allwein

  
	
   

  	
   

  	
  Facsimile:
  (410) 431-7050

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Van Etten
  Suzumoto & Becket LLP

  
	
   

  	
   

  	
  1620 26th
  Street, Suite 600 North

  
	
   

  	
   

  	
  Santa
  Monica, California 90404

  
	
   

  	
   

  	
  Attention:
  Richard S. Grant, Esq.

  
	
   

  	
   

  	
  Facsimile:
  (310) 315-8210

  	
  A

  
	
   

  	
   

  	
   

  
	
  All notices
  to DMC shall be addressed to DMC at the following address and facsimile
  number or such other address and facsimile number of which DMC gives Owner
  notice hereunder:

  
	
   

  	
   

  	
   

  
	
  If to DMC:

  	
   

  	
  Dynamic
  Materials Corporation

  
	
   

  	
   

  	
  5405 Spine
  road

  
	
   

  	
   

  	
  Boulder,
  Colorado 80301

  
	
   

  	
   

  	
  Attention:
  Richard Santa

  
	
   

  	
   

  	
  Facsimile:
  (303) 604-1897

  
	
   

  	
   

  	
   

  
	
  With a copy
  to:

  	
   

  	
  Milan D. Smith, Jr., Esq.

  
	
   

  	
   

  	
  Smith Crane Robinson & Parker, LLP

  
	
   

  	
   

  	
  Suite 500, 21515 Hawthorne Boulevard

  
	
   

  	
   

  	
  Torrance, California 90503

  
	
   

  	
   

  	
  Fax: (310) 543-4507

  



 





















 


Either party may change its address for notice purposes by giving
notice thereof to the other party in accordance with the provisions of this Section 17.


 


18.                                 Governing Law and Venue. The validity and effect of this
Agreement shall be determined in accordance with the laws of the State of
California (without regard to its conflict of law doctrine) and the venue for
any action to enforce or interpret this Agreement shall be in a court of
competent jurisdiction located in the State of California and each of the
parties consents to the jurisdiction of such court in any such action or
proceeding and waives any objection to venue laid therein.


 


19.                                 Survival. This Agreement and all obligations provided herein
shall, to the extent not fully satisfied and performed by or through the
Closing, survive the Closing and the conveyance of title to the Property.


 


20.                                 Computation of Time. If any event or performance hereunder
is scheduled or required to occur on a date which is on a Saturday, Sunday, or
legal state or federal holiday in Los Angeles, California, the event or
performance shall be required to occur on the next day which is not a Saturday,
Sunday, or legal state or federal holiday in Los Angeles, California.


 


21.                                 Entire Agreement. This Agreement contains the entire
understanding and agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements, commitments, understandings,
warranties, and negotiations, all of which are by the execution hereof rendered
null and void.  No amendment or
modification of this Agreement shall be made or deemed to have been made unless
in writing, executed by the party or parties to be bound thereby.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the dates indicated below intending that it be valid
and effective from and after the date first above written.


 


	
   

  	
  DYNAMIC
  MATERIALS CORPORATION,

  
	
   

  	
   a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPIN
  FORGE, LLC,

  
	
   

  	
  a California
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
						



 





















 


EXHIBIT D


 


SUBLEASE ASSIGNMENT


 


[TO BE ATTACHED AT EXECUTION]


 





















 


EXHIBIT E


 


AEROJET
DEED


 


[TO BE
ATTACHED AT EXECUTION]


 





















 


EXHIBIT F


 


DMC DEED


 


[TO BE
ATTACHED AT EXECUTION]