Nautilus 2006 Annual Report Download - page 82
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ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (hereinafter, “Agreement”) , dated as of 2007, is entered into by and among the
following parties (each a “ Party ” and collectively, the “ Parties ”):
PRELIMINARY STATEMENTS
1
1.
NAUTILUS, INC.
, a Washington corporation (
“
Nautilus
”
)
;
2. [ NAUTILUS ACQUISITION SUBSIDIARY ], a wholly-owned subsidiary of Nautilus formed under the laws of the
(
“
Buyer
”
);
3.
TREURIVER INVESTMENTS LIMITED
, a British Virgin Islands company (
“
Seller
”
);
4.
(*)
or a
“
Shareholder
”
),
who together with his spouse, (*), are the sole shareholders of Seller; and
5.
(*)
or a
“
Shareholder
”
),
who together with her spouse, (*), are the sole shareholders of Seller.
1. Seller is engaged in the procurement and distribution of certain of Nautilus’s proprietary line of health and fitness equipment and other
fitness equipment (the
“
Business
”
).
2.
Nautilus and Seller have entered into a Purchase Option Agreement, dated effective January 29, 2007 (the
“Option Agreement”),
pursuant
to which Nautilus was granted an option to purchase substantially all of the assets related to the Business.
3. In accordance with the terms of the Option Agreement, Nautilus has given notice of exercise and the Parties have entered into an Escrow
Agreement dated 42, 2007 (the “Escrow Agreement”) pursuant to which Nautilus has deposited with the escrow agent thereunder an
amount in cash and/or shares of Nautilus common stock with a total value at time of deposit thereunder equal to US$ 30,000,000 (the
“
Option Exercise Deposit
”
),
to be held and disbursed in accordance with the terms of the Escrow Agreement.
4.
Nautilus, (*) are also parties to that certain Asset Purchase Agreement, of even date herewith, pursuant to which substantially all of the
assets of Land America Health & Fitness Co., Ltd. are being acquired by [Nautilus WOFE] (the
“
Land America Agreement
”
).
5. Upon the terms and subject to the conditions of this Agreement, Seller is willing to sell substantially all of the assets of the Business to
Nautilus or Buyer, and Nautilus is willing to purchase the Assets or, at Nautilus
’s option, cause Buyer to purchase such assets from
Seller.
(*) 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.