Nautilus 2009 Annual Report Download - page 185

persons or entities who are not stockholders (or affiliates thereof) immediately prior to the first of such transactions (a “ Change of
Control ”), or any merger, consolidation, reorganization or similar transaction that results in a Change of Control of the Debtor, or a sale
of all or substantially of the assets of the Debtor;
(iv) any representation or warranty made by the Debtor in the Purchase Agreement or any document related to the underlying
transaction shall prove to have been incorrect in any material respect when made;
(v) the failure of the Debtor to perform any covenant or agreement in any material respect set forth in the Purchase Agreement
or any document related to the underlying transaction;
(vi) the entry of a judgment, order or decree against the Debtor with respect to, any encumbrance against, the making of any
levy, seizure or attachment of, or the occurrence of any action that results in the forfeiture of, a material portion of the Collateral (as
defined in the Security Agreement); and
(vii) any Liquidation Event.
As used herein, “ Liquidation Event ” means the occurrence or institution by or against the Debtor of (A) any bankruptcy,
reorganization, receivership or insolvency proceeding, (B) any appointment of a receiver or custodian for all or a substantial portion of the
Debtor’s property, (C) any assignment for the benefit of, or composition or arrangement with, the creditors of the Debtor (whether or not
pursuant to bankruptcy or other insolvency laws), (D) any dissolution, liquidation, or other marshalling of the assets and liabilities of the Debtor,
(E) the merger or consolidation of the Debtor with or into another entity or (F) the sale of all or substantially all of the Debtor’s assets in a single
or series of related transactions.
Section 7. The Holder’s Rights on Default .
Upon the occurrence and during the continuation of any Event of Default, the Holder may: (i) declare the entire unpaid principal of
this Note and any accrued interest thereon due and payable immediately and (ii) take any and all other actions available to a secured creditor
under the Washington Uniform Commercial Code (or any other applicable state Uniform Commercial Code) and all other rights available at law
or in equity, including, without limitation, those set forth in the Security Agreement, to collect and otherwise enforce this Note. If there shall
occur any Liquidation Event, the entire unpaid principal and accrued but unpaid interest on this Note shall automatically become due and
payable, without any requirement by the Holder to give notice, present this Note, make demand, protest or give other notice of any kind of
character, all of which are hereby expressly waived, anything herein to the contrary notwithstanding.
Section 8. Exchange or Replacement of Notes .
(a) The Holder may, at its option, in person or by duly authorized attorney, surrender this Note for exchange, at the principal business
office of the Debtor, and receive in exchange therefor, a new Note in the same principal amount as the unpaid principal amount of this Note and
subject to interest under the same terms as this Note, each such new Note to be dated as of the date of this Note and to be in such principal
amount as remains unpaid and payable to such person or persons, or order, as the Holder may designate in writing.
ATTACHMENT A-1