Nautilus 2009 Annual Report Download - page 235

LEASE
THIS LEASE (the “Lease”) is made February 19, 2010, by and between NAUTILUS, INC. a Washington corporation (“Landlord”), and, MED-
FIT SYSTEMS, INC. a California corporation (“Tenant”), with reference to the following facts and circumstances:
NOW, THEREFORE, in consideration of the foregoing facts and circumstances, the mutual covenants and promises contained herein and after
good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties, the parties do hereby agree to the
following:
ARTICLE 1
LEASE OF PREMISES
1.1 Demising Clause . Subject to all the terms and conditions of this Lease, Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord, the Premises for the Term and in consideration of Tenant’s payment of the Rent.
1.2 Term . The Term shall be as specified in the Lease Summary, unless the parties agree to extend the Term or the Lease is earlier
terminated. It is agreed that Tenant shall have the right to terminate this Lease without penalty at any time during the Term upon Tenant’s
purchase of the Premises pursuant to Article 13 below.
ARTICLE 2
DEFINITIONS
Terms that begin with initial capital letters are defined terms that shall have the meanings given in the APA, the Lease Summary, or this Article
of the Lease.
2.1 Additional Rent
. All amounts, costs and expenses that Tenant assumes, agrees or is otherwise obligated to pay to Landlord under
this Lease other than Base Rent. The Premises Operating Costs are part of the Additional Rent.
2.2 Affiliate . An entity that is controlled by, controls, or is under common control with a party. “Control” shall mean the ownership,
directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of
its affairs, of at least fifty-one percent (51%) of the voting interest in any entity.
2.3 Bankruptcy Code . Title 11 of the United States Code, as amended from time to time.
2.4 Business Days
. Days other than Saturdays, Sundays and Holidays. If any item must be accomplished or delivered hereunder on a
day that is not a Business Day, it shall be timely to accomplish or deliver the same on the next following Business Day.
2.5 Commencement Date . As set forth on the Lease Summary.
2.6 Environmental Laws . All Laws regulating or controlling Hazardous Materials, including, without limitation, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq. ; the Hazardous Material
Transportation Act, 49 U.S.C. 1801 et seq. ; and the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq .
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A. As noted in the Lease Summary, Landlord and Tenant are parties to the APA, which provides that Landlord and Tenant will
enter into this Lease as art of the transactions contemplated in the APA.
B.
Landlord is the owner of the Premises, as defined in the Lease Summary.
C. Once this Lease becomes effective, Tenant will use the Premises to operate the Commercial Fitness Business that Landlord
conducted in the Premises before the Closing (as defined in the APA).
D.
The parties desire to enter into this Lease, all on the terms and conditions set forth below.