SUBORDINATION AGREEMENTSubordination Agreement • September 8th, 2010 • Sherborne Investors GP, LLC • Sporting & athletic goods, nec • Washington
This SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2010, by BANK OF THE WEST, a California state chartered bank, and its successors and assigns (the “Senior Creditor”), and Sherborne Strategic Fund A, LLC, a Delaware limited liability company, Sherborne Strategic Fund B, LLC, a Delaware limited liability company and Nottingham Investors LLC, a Delaware limited liability company (collectively the “Subordinated Creditors” and each individually a “Subordinated Creditor”).
CONSENT AND AGREEMENT TO JOINT FILINGConsent and Agreement to Joint Filing • August 17th, 2010 • Sherborne Investors GP, LLC • Sporting & athletic goods, nec
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned persons does hereby consent to and agree to jointly file with the Securities and Exchange Commission a Schedule 13D on behalf of each of them with respect to their beneficial ownership of common stock, no par value, of Nautilus, Inc., and any future amendments thereto as may be required from time to time.
NOTE PURCHASE AGREEMENT by and among NAUTILUS, INC. and THE PURCHASERS IDENTIFIED ON ANNEX A ATTACHED HERETO September 3, 2010Note Purchase Agreement • September 8th, 2010 • Sherborne Investors GP, LLC • Sporting & athletic goods, nec • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 3, 2010, is by and among Nautilus, Inc., a Washington corporation (“Nautilus”), and the note purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each, a “Purchaser” and, collectively, “Purchasers”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.
