Registration Rights Agreement (2006)Full Document 

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                          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  (the
"COMPANY"),  and the undersigned buyers (each, a "BUYER," and collectively,  the
"BUYERS").

            WHEREAS:

            A. In connection  with the  Securities  Purchase  Agreement  (Common
Stock and Warrants) dated as of November 8, 2006 by and among Maritime Logistics
US Holdings Inc., a Delaware  corporation ("MLI"), the Company (pursuant to that
certain  Joinder  Agreement  dated as of the date  hereof)  and the Buyers  (the
"SECURITIES  PURCHASE  AGREEMENT"),  the Company has agreed,  upon the terms and
subject to the  conditions set forth in the Securities  Purchase  Agreement,  to
issue and sell to each  Buyer (i)  shares of the  Company's  common  stock  (THE
"COMMON STOCK") and (ii) warrants (the "WARRANTS"), which will be exercisable to
purchase  shares  of Common  Stock (as  exercised,  collectively,  the  "WARRANT
SHARES"), in accordance with the terms of the Warrants.

            B.  In  accordance  with  the  terms  of  the  Securities   Purchase
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 ACT"), and
applicable state securities laws.

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the Company and each
of the Buyers hereby agree as follows:

      1.    DEFINITIONS.

            Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Securities Purchase Agreement.  As
used in this Agreement, the following terms shall have the following meanings:

            a. "BUSINESS  DAY" means any day other than Saturday,  Sunday or any
other day on which  commercial  banks in the City of New York are  authorized or
required by law to remain closed.

            b. "CLOSING DATE" shall have the meaning set forth in the Securities
Purchase Agreement.

            c. "DEMAND  REGISTRATION"  shall mean a registration  required to be
effected by the Company pursuant to Section 2 (e).

            d.  "DEMAND  REGISTRATION   STATEMENT"  shall  mean  a  registration
statement of the Company which covers those Registrable  Securities requested to
be  included  therein  pursuant  to the  provisions  of  Section  2(e)  and  all
amendments  and   supplements   to  such   registration   statement,   including
post-effective amendments, in each case including the prospectus contained



therein,  all exhibits  thereto and all material  incorporated  by reference (or
deemed to be incorporated by reference) therein.

            e. "EFFECTIVE  DATE" means the date the  Registration  Statement has
been declared effective by the SEC.

            f. "EFFECTIVENESS DEADLINE" means the date that is (i) 90 days after
the Closing Date (if the  Registration  Statement is not reviewed by the SEC) or
(ii) within 150 days after the Closing  Date (if the  Registration  Statement is
reviewed by the SEC).

            g.  "FILING  DEADLINE"  means  the date  that is 60 days  after  the
Closing Date.

            h. "INVESTOR" means a Buyer or any permitted  transferee or assignee
thereof to whom a Buyer  assigns its rights under this  Agreement and who agrees
to become bound by the provisions of this Agreement in accordance with Section 9
and any  transferee  or  assignee  thereof  to whom a  permitted  transferee  or
assignee  assigns its rights under this Agreement and who agrees to become bound
by the provisions of this Agreement in accordance with Section 9.

            i. "KRG ENTITIES" means  collectively KRG Capital Fund II, L.P.; KRG
Capital Fund II (PA),  L.P.; KRG Capital Fund II (FF),  L.P.; and KRG Co-Invest,
LLC.

            j. "NOTES" means those certain  Convertible Notes issued pursuant to
that certain  Securities  Purchase  Agreement  (Notes and Warrants)  dated as of
November 8, 2006 by and among MLI, the Company (pursuant to that certain Joinder
Agreement dated as of the date hereof) and the purchasers thereof named therein.

            k. "NOTES' WARRANTS" means those certain warrants issued pursuant to
that certain  Securities  Purchase  Agreement  (Notes and Warrants)  dated as of
November 8, 2006 by and among MLI, the Company (pursuant to that certain Joinder
Agreement dated as of the date hereof) and the purchasers thereof named therein.

            l. "OTHER  SECURITIES"  means the shares  identified as "Registrable
Securities" in the Registration Rights Agreement dated the date hereof among the
Company and the purchasers of the Company's Convertible Notes named therein.

            m. "PERSON"  means an individual,  a limited  liability  company,  a
partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated
organization and a government or any department or agency thereof.

            n.  "REGISTER,"   "REGISTERED,"  and   "REGISTRATION"   refer  to  a
registration   effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as defined  below) in compliance  with the 1933 Act and pursuant to
Rule 415 and the declaration or ordering of effectiveness  of such  Registration
Statement(s) by the SEC.

            o. "REGISTRABLE  SECURITIES" means (i) the Shares,  (ii) the Warrant
Shares  issued or issuable upon exercise of the Warrants and (iii) any shares of
capital  stock of the Company  issued or issuable in respect of the Shares,  the
Warrant Shares and the Warrants as a


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result of any stock split, stock dividend, recapitalization, exchange or similar
event or  otherwise,  without  regard to any  limitations  on  exercises  of the
Warrants.

            p.  "REGISTRATION  STATEMENT"  means  a  registration  statement  or
registration  statements  of the Company  filed under the 1933 Act  covering the
Registrable Securities.

            q.  "REQUIRED  HOLDERS"  means the holders of at least a majority of
the Registrable Securities.

            r. "REQUIRED  REGISTRATION  AMOUNT" for the  Registration  Statement
means the sum of (i) the  number of Shares  issued  pursuant  to the  Securities
Purchase  Agreement  and (ii) 130% of the  number of Warrant  Shares  issued and
issuable  pursuant to the Warrants as of the trading day  immediately  preceding
the applicable date of determination,  each subject to adjustment as provided in
Sections  2(c) and (d)  (without  regard to any  limitations  on exercise of the
Warrants).

            s. "RULE 415" means Rule 415  promulgated  under the 1933 Act or any
successor  rule  providing  for offering  securities  on a continuous or delayed
basis.

            t. "SEC" means the United States Securities and Exchange Commission.

            u.  "SHARES"  means the shares of common  stock  purchased by Buyers
pursuant to the Securities Purchase Agreement.

      2.    REGISTRATION.

            a. MANDATORY  REGISTRATION.  The Company shall prepare, and, as soon
as practicable but in no event later than the Filing Deadline, file with the SEC
the  Registration  Statement  on Form  S-3  covering  the  resale  of all of the
Registrable  Securities  (the date of such filing,  the "FILING  DATE").  In the
event that Form S-3 is unavailable  for such a  registration,  the Company shall
use  such  other  form  as is  available  for  such a  registration  on  another
appropriate form reasonably  acceptable to the Required Holders,  subject to the
provisions of Section 2(h). The Registration  Statement prepared pursuant hereto
shall register for resale at least the number of shares of Common Stock equal to
the Required  Registration  Amount as of the date the Registration  Statement is
initially filed with the SEC. The  Registration  Statement shall contain (except
if otherwise  directed by the Required  Holders) the "SELLING  STOCKHOLDERS" and
"PLAN OF  DISTRIBUTION"  sections in  substantially  the form attached hereto as
EXHIBIT B; PROVIDED,  HOWEVER, that each of the "Selling Stockholders" and "Plan
of  Distribution"  sections  shall be amended as  necessary  to comply with then
applicable securities law and regulation. The Company shall use its best efforts
to have the  Registration  Statement  declared  effective  by the SEC as soon as
practicable, but in no event later than the Effectiveness Deadline. By 9:30 a.m.
on the first  Business Day following the Effective  Date, the Company shall file
with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus
to be used in connection with sales pursuant to such Registration Statement.

            b.  ALLOCATION  OF  REGISTRABLE  SECURITIES.  The initial  number of
Registrable  Securities included in any Registration  Statement and any increase
in the number of Registrable


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Securities  included  therein  shall be allocated  pro rata among the  Investors
based on the number of Registrable  Securities held by each Investor at the time
the  Registration   Statement   covering  such  initial  number  of  Registrable
Securities  or increase  thereof is declared  effective by the SEC. In the event
that an Investor sells or otherwise transfers any of such Investor's Registrable
Securities,  each  transferee  shall be allocated a pro rata portion of the then
remaining  number  of  Registrable  Securities  included  in  such  Registration
Statement  for such  transferor.  Any  shares  of  Common  Stock  included  in a
Registration  Statement and which remain allocated to any Person which ceases to
hold any Registrable  Securities covered by such Registration Statement shall be
allocated  to  the  remaining  Investors,  pro  rata  based  on  the  number  of
Registrable  Securities  then held by such  Investors  which are covered by such
Registration   Statement.   In  no  event  shall  the  Company  include  on  any
Registration Statement without the prior written consent of the Required Holders
any securities  other than (i) Registrable  Securities,  (ii) Other  Securities,
(iii) Common  Stock  issuable  upon the exercise of warrants  issued to Rodman &
Renshaw,  LLC as placement  agent in respect of the offerings of the Registrable
Securities and Other  Securities,  (iv) the shares of Common Stock (increased to
reflect the effect of any stock split or  decreased to reflect the effect of any
reverse  stock split,  as  applicable)  held by those holders of the Company who
held shares of the Company prior to the  effectiveness of the Merger (as defined
in the Securities Purchase  Agreement),  and (v) the shares of Common Stock held
by the persons  listed on Schedule 2(b) (the "EXISTING  HOLDERS")  hereto not to
exceed  that number of shares of Common  Stock set forth next to the  respective
Existing  Holder's name on Schedule  2(b)  (PROVIDED,  however,  that such limit
shall be  increased  to reflect the effect of any stock split and  decreased  to
reflect the effect of any reverse stock split).

            c. SUFFICIENT NUMBER OF SHARES REGISTERED.  Subject to Section 2(d),
in the event the number of shares available under a Registration Statement filed
pursuant  to  Section  2(a) is  insufficient  to  cover  all of the  Registrable
Securities  required  to  be  covered  by  such  Registration  Statement  or  an
Investor's  allocated portion of the Registrable  Securities pursuant to Section
2(b), the Company shall amend the applicable  Registration  Statement, or file a
new  Registration   Statement  (on  the  short  form  available   therefor,   if
applicable),  or both, so as to cover at least the Required  Registration Amount
as of the  trading  day  immediately  preceding  the date of the  filing of such
amendment or new Registration  Statement,  in each case, as soon as practicable,
but in any event not later than  thirty (30) days after the  necessity  therefor
arises.  The Company shall use its best efforts to cause such  amendment  and/or
new Registration  Statement to become effective as soon as practicable following
the filing  thereof.  For  purposes of the  foregoing  provision,  the number of
shares available under a Registration Statement shall be deemed "insufficient to
cover all of the Registrable  Securities" if at any time the number of shares of
Common Stock available for resale under the Registration  Statement is less than
the sum of the number of (i)  Registerable  Securities,  (ii) Other  Securities,
(iii) Common  Stock  issuable  upon the exercise of warrants  issued to Rodman &
Renshaw,  LLC as placement  agent in respect of the offerings of the Registrable
Securities and Other  Securities,  (iv) the shares of Common Stock held by those
holders of the Company who held shares of the Company prior to the effectiveness
of the Merger and (v) the shares of Common Stock held by the  Existing  Holders.
The calculation set forth in the foregoing sentence shall be made without regard
to any  limitations  on the  conversion  of the  Notes  or the  exercise  of the
Warrants and Notes'  Warrants and such  calculation  shall assume that the Notes
are then  convertible  into  shares  of  Common  Stock  at the  then  prevailing
Conversion Rate (as defined in the Notes) and that the Warrants and


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Notes'  Warrants  are then  exercisable  for shares of Common  Stock at the then
prevailing  Exercise  Price (as defined in the Warrants or Notes'  Warrants,  as
applicable).

            d. MANDATED REDUCTION OF SECURITIES REGISTERED.  If the SEC requires
that the number of shares of Common Stock to be registered  for resale  pursuant
to the Registration  Statement be reduced,  such reduction shall be accomplished
as follows:

      First,  the number of shares of Common Stock held by the Existing  Holders
      other than the KRG Entities included in such Registration  Statement shall
      be reduced (such reduction allocated pro rata among such Existing Holders)
      until the reduction required by the SEC is effected;

      Second,  if the exclusion of the number of all shares of Common Stock held
      by the Existing Holders is insufficient to meet the reduction  required by
      the SEC,  then (i) the  number of shares  of  Common  Stock  held by those
      holders  of the  Company  who  held  shares  of the  Company  prior to the
      effectiveness  of the Merger,  (ii) 130% of the number of shares of Common
      Stock  issuable upon the exercise of warrants  issued to Rodman & Renshaw,
      LLC as  placement  agent in respect of the  offerings  of the  Registrable
      Securities  and  Other  Securities  and (iii)  securities  held by the KRG
      Entities  included in such  Registration  Statement shall be reduced (such
      reduction  allocated  pro rata among those holders of the Company who held
      shares of the Company prior to the  effectiveness  of the Merger,  the KRG
      Entities,  Rodman & Renshaw,  LLC) until the reduction required by the SEC
      is effected;

      Third,  if the  exclusion  of the sum of (i) the  number of all  shares of
      Common Stock held by the Existing Holders and those holders of the Company
      who held shares of the Company  prior to the  effectiveness  of the Merger
      and (ii) 130% of the number of shares of Common  Stock  issuable  upon the
      exercise of warrants issued to Rodman & Renshaw, LLC as placement agent in
      respect  of  the  offerings  of  the  Registrable   Securities  and  Other
      Securities is insufficient to meet the reduction required by the SEC, then
      130% of the number of shares of Common Stock issuable upon the exercise of
      Warrants and the Notes' Warrants included in such  Registration  Statement
      shall be reduced  (such  reduction  allocated  pro rata among the  holders
      thereof) until the reduction required by the SEC is effected.

            e. DEMAND REGISTRATION. Subject to Section 2(f), at any time or from
time to time after the six-month  anniversary  of the  Effectiveness  Date,  any
Holder  whose  Registrable   Securities  were  excluded  from  the  Registration
Statement in accordance with the provisions of Section 2(d) shall have the right
to request in writing  that the Company  register  all or part of such  Holder's
previously  excluded  Registrable  Securities (a "REQUEST") (which Request shall
specify the amount of Registrable  Securities intended to be disposed of by such
Holder and the intended method of disposition  thereof) by filing with the SEC a
Demand  Registration  Statement.  In the event that Form S-3 is unavailable  for
such a  registration,  the Company shall use such other form as is available for
such a registration on another  appropriate  form  reasonably  acceptable to the
requesting Holder(s),  subject to the provisions of Section 2(h). As promptly as
practicable,  but no later than 10 days after receipt of a Request,  the Company
shall give  written  notice of such  requested  registration  to all  Holders of
Registrable Securities which were

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