Nautilus 2009 Annual Report Download - page 182

allocated among the Tangible Personal Property, the Raw Materials, and the Spare Parts in the same proportions as the Purchase Price is
allocated to these items on Exhibit D to the Agreement.
4. Payment of Adjusted Purchase Price . The Adjusted Purchase Price shall be paid as follows:
(a) Cash Payment . Buyer shall pay Three Hundred Thousand U.S. Dollars ($300,000) in cash to Nautilus at the Closing. On or
before June 10, 2010, Buyer shall pay Nautilus an additional Three Hundred Thousand Dollars ($300,000) in cash. These payments shall be
allocated to the portion of the Adjusted Purchase Price allocated to the Tangible Personal Property. The balance of the Adjusted Purchase Price
allocated to the Tangible Personal Property shall be added to the principal balance of the Note (as defined below).
(b) Secured Promissory Note . The balance of the Adjusted Purchase Price shall be paid as provided below in this Section 4(b).
(i) Finished Goods . Buyer shall pay for the Finished Goods included in the Inventory as provided in Section 2.8 of the
Agreement.
(ii) Raw Materials and Spare Parts . Buyer shall pay the unpaid portion of the Adjusted Purchase Price allocated to the
Tangible Personal Property and the portion of the Adjusted Inventory Purchase Price allocable to Raw Materials and Spare Parts pursuant to the
provisions of a certain Secured Promissory Note (the “Note”). The principal amount of the Note shall be equal to the sum of such amounts. The
Note shall be substantially in the form attached hereto as Attachment A
-2. The Note will be secured by a security interest created pursuant to a
certain Security Agreement, which shall be substantially in the form attached hereto as Attachment A-3. The Note shall not bear interest, except
as provided therein. The principal balance of the Note shall be payable in eighteen (18) equal monthly installments of principal, beginning on
June 10, 2010.