Nautilus 2006 Annual Report Download - page 128
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EXHIBIT A
[Form of Closing Release Instructions]
CLOSING RELEASE INSTRUCTIONS
Dear Sirs,
We refer to the Escrow Agreement, dated as of •, 2007 (the “Agreement”), among the undersigned, certain other Selling Parties and you,
as Escrow Agent. Terms defined in the Agreement and not otherwise defined herein are used herein as therein defined.
We confirm that the Closing under the Purchase Agreement occurred on •, 2007 and hereby irrevocably authorize and direct you to
release the following [securities and] funds constituting part of the Escrow Property from escrow and [deliver or] pay such [securities and]
funds to the person or persons designated below:
[1]. Deliver to (*), as representative of the Selling Parties at , share certificates representing • Shares of common stock of
Nautilus, Inc.[having a total value determined in accordance with Section 2(a) of the
Escrow Agreement of U.S.$30,000,000] registered in the
name of • together with (i) any dividends on Shares that have been received as Escrow Property, and (ii) stock powers relating to such share
certificates executed in blank by•
i
[2]. After giving effect to the instructions set forth above, deliver all additional share certificates representing Shares of common stock of
Nautilus, Inc. together with stock powers relating to such Shares executed in blank by
•, to Nautilus at .]
ii
[3]. After giving effect to the payment instructions set forth above, deliver al remaining Escrow Property to the Selling Parties by wire
transfer to [here provide wire transfer instructions].
[Name and Address of Escrow Agent]
, 2007.
Attention:
Very truly yours,
NAUTILUS, INC.
By:
Print Name:
Title:
(*) Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.
i This paragraph and the bracketed language in the preceding paragraph should be included if Nautilus has deposited shares of Nautilus
common stock with the Escrow Agent as the Option Exercise Deposit. The total number of shares released in accordance with this
paragraph should have a value of $30,000,000 calculated using the Average Share Price as determined in accordance with Section 2(a) of
the Agreement and rounded up to the next full share if a fractional share would otherwise be required.
Exhibit A
ii
This paragraph should be included if the value of the Shares in escrow on the Determination Date exceeds $30,000,000 calculated using
the Average Share Price as determined in accordance with Section 2(a) of the Agreement.