Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 8, 2006, by and among Aerobic Creations, Inc., a Delaware corporation, with headquarters located at 547 Boulevard, Kenilworth, NJ 07033...Registration Rights Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
ARTICLE 1Employment Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New Jersey
Exhibit 10.6 SECURITIES PURCHASE AGREEMENT (NOTES AND WARRANTS) SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of November 8, 2006, by and among Maritime Logistics US Holdings Inc., a Delaware corporation, with headquarters located at 547...Securities Purchase Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2006 (the "PLAN OF MERGER"), between Aerobic Creations, Inc. (the "SURVIVING CORPORATION"), a corporation organized under the laws of the State of Delaware and Aerobic...Merger Agreement • October 24th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution
Execution] AMENDMENT NO. 1 TO LOAN AGREEMENT THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (this "Amendment No. 1"), dated as of May 21, 2007, is entered into by and among Fortress Credit Corp., a Delaware corporation, in its capacity as administrative and...Loan Agreement • May 25th, 2007 • Summit Global Logistics, Inc. • Services-motion picture & video tape distribution • New York
FORM OF] INDEMNIFICATION AND FOUNDERS AGREEMENTIndemnification Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • Delaware
ARTICLE IIndemnification Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • Delaware
WITNESSETH:Assignment and Assumption Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
GUARANTYGuaranty • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
Execution] SECURITY AGREEMENT SECURITY AGREEMENT, dated November 8, 2006, made by Maritime Logistics US Holdings Inc., a Delaware corporation ("MLI"), Summit Logistics International Inc, a New Jersey corporation ("Summit"), SeaMaster Logistics Inc., a...Security Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
Exhibit 4.4 FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 8, 2006, by and among Aerobic Creations, Inc., a Delaware corporation, with headquarters located at 547 Boulevard, Kenilworth, NJ...Registration Rights Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
BACKGROUNDEmployment Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New Jersey
WITNESSETHLease Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New Jersey
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANYCommon Stock Purchase Agreement • August 11th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
AGENCY AGREEMENT BETWEEN SEA MASTER LOGISTICS (HOLDING) LIMITED (AS PRINCIPAL) AND SEA MASTER LOGISTICS (CHINA) LIMITED (AS AGENT)Agency Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • Hong Kong
BACKGROUNDEmployment Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New Jersey
AMENDMENT #1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 24th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution
Exhibit 10.6 SECURITIES PURCHASE AGREEMENT (NOTES AND WARRANTS) SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of November 8, 2006, by and among Maritime Logistics US Holdings Inc., a Delaware corporation, with headquarters located at 547...Securities Purchase Agreement • January 12th, 2007 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
LANDLORD: CENTER REALTY, L.P. A New Jersey Limited Partnership NOTICE ADDRESS: 300 Raritan Center Parkway, P.O. Box 7815 Edison, New Jersey 08818-7815 TENANT: DSL ATLANTIC A New Jersey Corporation NOTICE ADDRESS: 471 Blair Road Avenel, New Jersey 07001Lease Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New Jersey
EX-10.46 FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT dated as of May __, 2007 (the "AMENDMENT"), is entered into by and between Summit Global Logistics, Inc., a Delaware corporation, formerly...Pledge and Security Agreement • May 25th, 2007 • Summit Global Logistics, Inc. • Services-motion picture & video tape distribution
EX-4.19 WAIVER AND AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT THIS WAIVER AND AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, effective as of May __, 2007 (the "AMENDMENT"), is entered into by and between Summit Global Logistics, Inc., a...Registration Rights Agreement • May 25th, 2007 • Summit Global Logistics, Inc. • Services-motion picture & video tape distribution
RECITALSMerger Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • Delaware
EX-4.20 WAIVER AND AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT THIS WAIVER AND AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, effective as of May __, 2007 (the "AMENDMENT"), is entered into by and between Summit Global Logistics, Inc., a...Registration Rights Agreement • May 25th, 2007 • Summit Global Logistics, Inc. • Services-motion picture & video tape distribution
VOTING AGREEMENTVoting Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • Delaware
EX-4.14 WAIVER AND AMENDMENT NO. 1 TO WARRANT THIS WAIVER AND AMENDMENT NO. 1 TO WARRANT, effective as of May __, 2007 (the "AMENDMENT"), is entered into by and between Summit Global Logistics, Inc., a Delaware corporation, formerly known as Aerobic...Warrant Amendment • May 25th, 2007 • Summit Global Logistics, Inc. • Services-motion picture & video tape distribution
LOCKUP AGREEMENTLockup Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
by and among TUG USA Inc. andBonus Agreement • January 12th, 2007 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
WITNESSETH:Lease Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • Florida
Execution] AMENDMENT NO. 1 TO INTERCREDITOR AND SUBORDINATION AGREEMENT THIS AMENDMENT NO. 1 TO INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Amendment No. 1"), dated as of May 21, 2007, is entered into by and between Fortress Credit Corp., a...Intercreditor and Subordination Agreement • May 25th, 2007 • Summit Global Logistics, Inc. • Services-motion picture & video tape distribution • New York
DALE MATHESON Partnership Of: Robert J. Burkart, Inc. CARR-HILTON LABONTE Alvin F. Dale, Ltd. James F. Carr-Hilton, Ltd. --------------------- Robert J. Matheson, Inc. Peter J. Donaldson, Inc. CHARTERED ACCOUNTANTS R.J. LaBonte, Ltd. Fraser G. Ross,...Consent Letter • March 3rd, 2005 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution
WITNESSETH:Transportation Service Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New Jersey
LEASE M. PARISI SON CONSTRUCTION CO., INC., AS LANDLORD FASHION MARKETING, INC., AS TENANT Premises: 150-15 183rd Street Springfield Gardens, New York as of April 28, 2000Lease • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
EXECUTION COPY LOCKUP AGREEMENT THIS LOCKUP AGREEMENT (the "Agreement") is entered into as of this 8th day of November, 2006 (the "Effective Date," and each anniversary of the Effective Date, an "Anniversary Date") by and between Robert Wu (the...Lockup Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
EX-10.47 FIRST AMENDMENT TO GUARANTY THIS FIRST AMENDMENT TO GUARANTY dated as of May __, 2007 (the "AMENDMENT"), is entered into by and between Maritime Logistics US Holdings Inc., a Delaware corporation ("MLI"), Summit Logistics International Inc, a...Guaranty • May 25th, 2007 • Summit Global Logistics, Inc. • Services-motion picture & video tape distribution
INDUSTRIAL COMPLEX LEASE (California)Industrial Complex Lease • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • California
