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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 Delaware corporation, formerly
known as Aerobic
Creations, Inc. ("COMPANY"), and Investors constituting at least
the Required
Holders. Capitalized terms used but not defined herein shall
have the meanings
ascribed to them in the Registration Rights Agreement (as
hereinafter defined).
WHEREAS, pursuant to a Securities Purchase Agreement (Notes
and
Warrants), dated as of November 8, 2006 by and among Maritime
Logistics US
Holdings Inc., a Delaware corporation, the Company (pursuant to
that certain
Joinder Agreement dated as of November 8, 2006) and the Buyers,
the Company sold
to each Buyer (i) Notes and (ii) Warrants and in connection
therewith the
Company and the Buyers entered into the Registration Rights
Agreement
("REGISTRATION RIGHTS AGREEMENT").
WHEREAS, in exchange for the waiver of certain existing events
of
default and certain amendments that are beneficial to the
Company, the Company
has agreed to amend the Notes;
WHEREAS, in connection with the amendment of the Notes and the
sale of
the New Notes and New Warrants (as defined below), the Company
has requested
that the Investors enter into this Amendment to amend the
Registration Rights
Agreement in certain respects as provided herein, waive certain
penalties
relating to an Effectiveness Failure (the Company's failure to
cause the
Registration Statement to be declared effective by the SEC no
later than the
Effectiveness Deadline);
WHEREAS, in exchange for this Amendment, the Company has agreed
to issue
to the Investors certain additional secured convertible notes
(of like tenor to
the Notes as amended);
WHEREAS, the signatures of the Required Holders (the Investors
holding
of at least a majority of the Registrable Securities) are
required to effect the
waiver and amend the Registration Rights Agreement as provided
herein and
whereas each of the signatories hereto, representing at least
the Required
Holders, have agreed to effect such waiver and amend the
Registration Rights
Agreement as provided herein; and
WHEREAS, the Company also wishes to raise additional capital
through the
sale of additional secured convertible notes and warrants (of
like tenor to the
Notes as amended and the warrants, the "New Notes" and "New
Warrants,"
respectively).
NOW, THEREFORE, in consideration of the premises and the
mutual
covenants contained herein, the receipt and sufficiency are
hereby acknowledged,
the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO REGISTRATION RIGHTS AGREEMENT. The
parties
hereto agree as follows, effective as of the date hereof:
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(a) All references to Aerobic Creations, Inc. or ShellCo shall
hereafter
be a reference to Summit Global Logistics, Inc.
(b) That the definition of the term "Notes" for the purposes of
the
Registration Rights Agreement shall mean (i) in respect of the
period from
November 8, 2006 through the day immediately preceding the date
hereof, the
"Notes", as defined in the Registration Rights Agreement prior
to giving effect
to this Amendment and (ii) in respect of the period from and
after the date
hereof, (A) the "Notes", as defined in the Registration Rights
Agreement prior
to giving effect to this Amendment, as such Notes are amended
and restated (B)
the New Notes, (C) the secured convertible notes issuable
pursuant to Section 3
hereof and (D) the convertible notes issued in connection with
the amendment to
the registration rights agreement relating to the Common
Stock.
(c) That the definition of term "Warrants" for the purposes of
the
Registration Rights Agreement shall mean (i) in respect of the
period from
November 8, 2006 through the day immediately preceding the date
hereof, the
"Warrants", as defined in the Registration Rights Agreement
prior to giving
effect to this Amendment and (ii) in respect of the period from
and after the
date hereof, the "Warrants", as defined in the Agreement prior
to giving effect
to this Amendment plus the New Warrants.
(d) Section 1(f) of the Registration Rights Agreement is hereby
amended
and restated in its entirety by deleting the first sentence
therefrom in its
entirety and substituting the following sentence in lieu
thereof:
"EFFECTIVENESS DEADLINE" means, after the date hereof, the
date
that is (i) 90 days after the date on which the Registration
Statement or an amendment thereto is next filed with the SEC
provided that such Registration Statement or amendment is
next
filed with the SEC within 30 days after the date of the
Amendment
or (ii) 90 days after the date of the Amendment if the
Registration Statement or an amendment thereto is not next
filed
with the SEC within 30 days after the date the Amendment.
(e) Section 2(d) of the Registration Rights Agreement is hereby
amended
by adding the following two paragraphs as the fourth and fifth
subparagraphs
respectively:
"Fourth, if the exclusion of 130% of the number of shares of
Common Stock issuable upon the exercise of Warrants and the
Common
Warrants included in such Registration Statement is insufficient
to meet
the reduction required by the SEC, then 130% of the number of
shares
issuable upon conversion of the Notes shall be reduced (such
reduction
allocated pro rata among the holders thereof) until the first to
occur
of (i) the reduction required by the SEC is effected or (ii) the
number
of shares is reduced to 100% of the shares issuable upon the
conversion
of the Notes.
Fifth, if the exclusion of shares issuable upon the conversion
of
the Notes pursuant to the previous paragraph is insufficient to
meet the
reduction required by the SEC, then (i) the number of shares
issuable
upon the conversion of the Notes and (ii) the shares of Common
Stock
included in the Registrable Securities which have not otherwise
been
reduced shall be reduced (such reduction allocated pro rata
among the
holders of the
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Notes and such holders of Common Stock) until the reduction
required by
the SEC is effected."
SECTION 2. WAIVER. Each of the Investors signatory hereto hereby
waives,
on their behalf and as the Required Holders on the behalf of all
Investors, any
Effectiveness Failure existing as of the date hereof and any and
all penalties
or payments relating thereto. This waiver is and shall be
effective solely for
the existing Effectiveness Failure and any and all penalties or
payments
relating thereto and is not and shall not be applicable to any
Effectiveness
Failure hereafter occurring.
SECTION 3. NOTE ISSUANCE. In consideration for this Amendment,
the
Company shall promptly issue to the Investors (pro rata among
the Investors
based upon the principal amount of Notes held by such Investors)
secured
convertible notes of the Company in an aggregate principal
amount of $2,000,000
for no additional consideration.
SECTION 4. MISCELLANEOUS.
(a) Any transferee or assignee of Registrable Securities shall
be
subject to the terms hereof, and as a condition to each such
transfer or
assignment, each Investor agrees to require each of its
transferees or assignees
to agree in writing to be subject to
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