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
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
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
Exhibit 10.5 SECURITIES PURCHASE AGREEMENT (COMMON SHARES AND WARRANTS) SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of October 31, 2006, by and among Maritime Logistics US Holdings Inc., a Delaware corporation, with headquarters located...Securities Purchase Agreement • November 13th, 2006 • 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
RECITALSMerger Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • Delaware
VOTING AGREEMENTVoting Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • Delaware
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 • November 13th, 2006 • 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
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
INDUSTRIAL COMPLEX LEASE (California)Industrial Complex Lease • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • California
Exhibit 10.8 AEROBIC CREATIONS, INC. JOINDER AGREEMENT This Joinder Agreement to the Securities Purchase Agreement (Notes and Warrants) ("JOINDER AGREEMENT"), dated as of November 8, 2006 (as amended, restated, supplemented and/or modified in...Joinder Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution
EXECUTION COPY PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT dated November 8, 2006, made by AEROBIC CREATIONS, INC., a Delaware corporation, to be known as Summit Global Logistics, Inc. ("Company"), MARITIME LOGISTICS US HOLDINGS INC.,...Pledge and Security Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
EXHIBIT A LIST OF SHAREHOLDER PARTIES TO AGREEMENTLockup Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
Exhibit 4.9 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 each shareholder listed...Lockup Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
Execution PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT dated November 8, 2006, made by AEROBIC CREATIONS, INC., a Delaware corporation ("Parent"), MARITIME LOGISTICS US HOLDINGS INC., a Delaware corporation ("MLI"), TUG USA, INC., a New...Pledge and Security Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
FROMLeasehold Deed of Trust, Assignment of Rents and Security Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution
RECITALSLand and Building Lease Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution
by and amongSale and Purchase Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
by and among MARITIME LOGISTICS US HOLDINGS INC. SUMMIT LOGISTICS INTERNATIONAL INC SEAMASTER LOGISTICS INC. AMERUSSIA SHIPPING COMPANY INC. FASHION MARKETING, INC. FMI INTERNATIONAL LLC FMI INTERNATIONAL CORP. (WEST) FMI INTERNATIONAL CORP. FREIGHT...Loan Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
ARTICLE I AGREEMENT TO SELL AND PURCHASEEquity Purchase Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
TOLeasehold Mortgage, Assignment of Rents and Security Agreement • November 13th, 2006 • Aerobic Creations, Inc. • Services-motion picture & video tape distribution • New York
