Agreement and Plan of Merger (2006)Full Document 

Start of Preview
                                                           EXECUTION COUNTERPART

                          AGREEMENT AND PLAN OF MERGER

                  THIS AGREEMENT AND PLAN OF MERGER (this "AGREEMENT"),  is made
and entered into as of November 8, 2006, by and among AEROBIC CREATIONS, INC., a
Delaware  corporation  (the  "PARENT"),  AEROBIC  MERGER  SUB INC.,  a  Delaware
corporation and a newly-formed,  wholly owned  subsidiary of Parent (the "MERGER
SUB"),  and MARITIME  LOGISTICS US HOLDINGS,  INC., a Delaware  corporation (the
"Company") (Parent,  Merger Sub and Company are sometimes  collectively referred
to hereinafter as the "PARTIES"), with reference to the following facts:

                                    RECITALS

                  A.  WHEREAS,  the  Company  is a  privately  held  corporation
engaged in the business of providing logistics services to third parties and the
Parent is a publicly  reporting  corporation not currently engaged in any active
business;

                  B. WHEREAS, the Parent and the Company have agreed to a merger
on certain terms set forth herein;

                  C. WHEREAS, the respective Boards of Directors of the Company,
the Parent and Merger Sub have each  determined  that it is advisable and in the
best  interests of their  respective  stockholders  that the Parent  acquire the
Company  pursuant  to the  terms  and  conditions  of this  Agreement,  and,  in
furtherance  of such  acquisition,  such Boards of Directors  have  approved the
merger of Merger Sub with and into the Company (the "MERGER") in accordance with
the  terms of this  Agreement  and the  applicable  provisions  of the  Delaware
General Corporation Law (the "DELAWARE CORPORATION LAW");

                  D.  WHEREAS,  Parent has formed Merger Sub for the purposes of
effecting the Merger;

                  E. WHEREAS, for United States federal income tax purposes,  it
is  intended  that the Merger  shall  qualify as a  "reorganization"  within the
meaning of Section 368(a) of the Internal  Revenue Code of 1986, as amended (the
"CODE"), and that this Agreement shall be, and is hereby,  adopted as a "plan of
reorganization" for purposes of Section 368(a) of the Code;

                  F. WHEREAS, pursuant to the Merger, (i) each outstanding share
of Company Common Stock,  $.001 par value per share,  ("COMPANY  COMMON STOCK"),
shall be converted into the right to receive  16.289156  shares of Parent Common
Stock, and (ii) each outstanding option or warrant to purchase shares of Company
Common  Stock  shall be  exchanged  for an  option  or  warrant  to  purchase  a
corresponding  number of shares of Parent Common Stock at the exchange ratio set
forth herein;

                  G. WHEREAS, the Parties have determined it to be in their best
interest for the Parent to issue its Parent Common Stock  pursuant to the Merger
under the exemption  made  available  pursuant to Section 4(2) of the Securities
Act of 1933, as amended (the "SECURITIES ACT"); and



                  H.   WHEREAS,    the   Parties    desire   to   make   certain
representations,  warranties,  covenants, and agreements in connection with, and
establish certain conditions precedent to, the Merger.

                  NOW,  THEREFORE,  in  consideration  of the mutual  covenants,
representations, warranties and agreements contained herein, and intending to be
legally bound hereby, the Parties agree as follows.

                                    ARTICLE I

                                   THE MERGER

         1.1 THE MERGER; THE MERGER CONSIDERATION.

                  (a) As of the date of this Agreement and immediately  prior to
the Effective  Time (as defined  below) and the  Placement,  the Parent has (and
will have)  outstanding (i) 2,761,635 shares of Parent Common Stock, and (ii) no
shares of  Preferred  Stock,  $.001 par value per share (the  "PARENT  PREFERRED
STOCK").

                  (b) In connection  with the Merger,  (i) each holder of shares
of Company Common Stock will receive 16.289156 shares of Parent Common Stock for
each one share of Company Common Stock held of record at the time of the Merger,
and (ii) the  Company  will be  operated  as a wholly  owned  subsidiary  of the
Parent,  which shall own all of the issued and outstanding  capital stock of the
Company. All debts, liabilities, obligations, contracts and assets of the Merger
Sub will,  by  operation  of law as of the  Effective  Time,  become  the debts,
obligations,  contracts,  liabilities  and assets of the  Company and Merger Sub
will cease to exist.

         1.2 CERTIFICATE OF MERGER. A certificate of merger (the "CERTIFICATE OF
MERGER"),  in the form  attached  hereto as  EXHIBIT A,  shall be  executed  and
delivered  to the  Secretary  of State of the State of Delaware  (the  "DELAWARE
SECRETARY")  for  filing on the  Closing  Date,  as  defined  in  Section  3, in
accordance with the Delaware Corporation Law.

         1.3 EFFECTIVE  TIME. The Merger shall become  effective upon the filing
of the Certificate of Merger with the Delaware  Secretary in accordance with the
provisions of the Delaware Corporation Law. The date and time of the filing with
the Delaware Secretary is referred to herein as the "Effective Time."

         1.4 TAX-FREE MERGER. The Parties intend that the Merger will be treated
as a tax-free reorganization under Section 368 of the Code.

                                   ARTICLE II

                              EFFECT OF THE MERGER

         2.1 GENERAL.  Subject to the terms and conditions of this Agreement, at
the  Effective  Time,  Merger  Sub  shall  merge  with and into the  Company  in
accordance with the Delaware  Corporation Law, the separate corporate  existence
of Merger Sub shall cease,  and the Company shall continue as the surviving (and
successor) corporation in the Merger. The Company, in its

                                       2


capacity as the  corporation  surviving  the Merger,  is  sometimes  referred to
herein as the "Surviving  Corporation." The Surviving  Corporation shall possess
all the rights,  privileges,  powers,  immunities and franchises,  of Merger Sub
(sometimes  referred to  hereinafter  as the  "Disappearing  Corporation");  all
property,  real,  personal  and mixed,  and all debts due on  whatever  account,
including  subscriptions for shares, stock options and warrants,  and all choses
in  action,  and  all  and  every  interest,  of  or  belonging  to or  due  the

End of Preview