Advanced Products Group Inc Sample Contracts

Cloudtech Sensors, Inc – BY-LAWS OF CLOUDTECH SENSORS, INC. (July 2nd, 2008)
Cloudtech Sensors, Inc – SUBSCRIPTION AGREEMENT Cloudtech Sensors, Inc. (July 2nd, 2008)
Cloudtech Sensors, Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOUDTECH SENSORS, INC. UNDER SECTIONS 245 AND 242 OF THE DELAWARE GENERAL CORPORATION LAW (July 2nd, 2008)

They are the duly elected and acting President and Secretary, respectively, of Cloudtech Sensors, Inc., a Delaware corporation.

Cloudtech Sensors, Inc – MICHAEL S. KROME, ESQ. Lake Grove, New York 11755 June 30, 2008 (July 2nd, 2008)

You have requested my opinion as counsel for Cloudtech Sensors, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), and the Rules and regulations promulgated thereunder, of 5,000,000 shares being offered by the Company and 9,765,203 shares issued pursuant to a private placement and offered by the selling stockholders, pursuant to a Registration Statement on Form S-1 (the “Registration Statement”).

Advanced Products Group Inc – RUTGERS-CAMDEN BUSINESS INCUBATOR LEASE AGREEMENT (October 1st, 2007)

THIS LEASE AGREEMENT (the “Lease”) is made this 1ST day of September 2007 by and between RUTGERS-CAMDEN TECHNOLOGY CAMPUS, Inc., 200 Federal Sheet, Camden, N.J. 08103 (the “Landlord” or “RCTC”) and

Advanced Products Group Inc – LICENSE AGREEMENT (October 1st, 2007)

This LICENSE AGREEMENT (this “Agreement”), dated as of this 20th day of July 2007, by and between the Delaware Technology Park, Inc., (“Licensor”) and Cloudtech Sensors, Inc. (“Licensee”).

Advanced Products Group Inc – 2121577 8100 Harriet Smith Windsor, Secretary of State 071061173 AUTHENTICATION: 6034543 DATE: 09-27-07 (October 1st, 2007)

Cloudtech Sensors, Inc. , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

Advanced Products Group Inc – PROMISSORY NOTE (October 1st, 2007)

FOR VALUE RECEIVED, CLOUDTECH SENSORS INC, a corporation formed under the laws of the State of Delaware, (hereinafter, the “PAYOR”), hereby promises to pay to Advanced Products Group, Inc., its legal representatives, successors, and/or assigns or to bearer (hereinafter, the “PAYEE”), the principal sum of TWO HUNDRED TWENTY FIVE THOUSAND ($225,000.00) DOLLARS pursuant to the terms of this Note in conjunction with a Merger Agreement entered into by and between the Payor and the Payee (the terms and conditions thereof to be incorporated herein by reference), to be paid in a lump-sum on or before April 27, 2007 (the “Maturity Date”).

Advanced Products Group Inc – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER OF CLOUDTECH SENSORS, INC., A DELAWARE CORPORATION INTO ADVANCED PRODUCTS GROUP, INC. A DELAWARE CORPORATION As Surviving Corporation Dated as of May 31, 2007 AGREEMENT AND PLAN OF MERGER (October 1st, 2007)

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of May 31, 2007 (the “Agreement”) by and among Advanced Products Group, Inc., a Delaware corporation (“APG” or the “Company”) and Cloudtech Sensors Inc., Delaware corporation (“Cloudtech”), hereinafter collectively, the “Constituent Companies.”

Advanced Products Group Inc – PROMISSORY NOTE (October 1st, 2007)

FOR VALUE RECEIVED, Cloudtech Sensors, Inc., formerly known as Advanced Products Group, Inc., corporation formed under the laws of the State of Delaware, (hereinafter “PAYOR” or “Cloudtech”) does hereby promise to pay to Edward J. da Parma his legal representatives, successors, and/or assigns or to bearer (hereinafter, the “PAYEE”) THREE HUNDRED THOUSAND ($300,000.00) DOLLARS, pursuant to the terms of this Note, in conjunction with the Amended and Restated Agreement and Plan of Merger, dated as of May 31, 2007, entered into by and between the PAYOR and Cloudtech Sensors, Inc., a corporation formed under the laws of the State of Delaware, which merged with and into the PAYOR, effective May 31, 2007 (“Old Cloudtech”) (the “Amended Merger Agreement”) (the terms and conditions thereof to be incorporated herein by reference), for the payment of any remaining liabilities or obligations of the PAYOR, prior to the Effective Date of the Merger Agreement.

Advanced Products Group Inc – VOTING AGREEMENT (March 13th, 2007)

This VOTING AND OPTION AGREEMENT (this "Voting Agreement"), dated as of January __, 2007, is by and between Advanced Products Group, Inc., a Delaware corporation (the "Company"), and M. David Sayid (the "Stockholder").

Advanced Products Group Inc – VOTING AGREEMENT (March 13th, 2007)

This VOTING AND OPTION AGREEMENT (this "Voting Agreement"), dated as of January __, 2007, is by and between Advanced Products Group, Inc., a Delaware corporation (the "Company"), and Russ D'Agata (the "Stockholder").

Advanced Products Group Inc – VOTING AGREEMENT (March 13th, 2007)

This VOTING AND OPTION AGREEMENT (this "Voting Agreement"), dated as of January 24, 2007, is by and between Advanced Products Group, Inc., a Delaware corporation (the "Company"), and Edward J. da Parma (the "Stockholder").

Advanced Products Group Inc – VOTING AGREEMENT (March 13th, 2007)

This VOTING AND OPTION AGREEMENT (this "Voting Agreement"), dated as of January __, 2007, is by and between Advanced Products Group, Inc., a Delaware corporation (the "Company"), and Ronald Weprin (the "Stockholder").

Advanced Products Group Inc – AGREEMENT OF MERGER OF CLOUDTECH SENSORS, INC., A DELAWARE CORPORATION INTO ADVANCED PRODUCTS GROUP, INC., A DELAWARE CORPORATION As surviving Corporation Dated as of February ________, 2007 AGREEMENT AND PLAN OF MERGER (March 13th, 2007)

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February _____________, 2007 (the Agreement), by and among Advanced Products Group, Inc., a Delaware corporation (Company), Cloudtech Sensors Inc., Delaware corporation (Cloudtech), hereinafter collectively, the Constituent Companies.

Advanced Products Group Inc – AGREEMENT (February 16th, 2000)

EXHIBIT C AGREEMENT THIS AGREEMENT IS ENTERED into this 1st day of July, 1998 by and between CRA Z Products, Inc., with principal offices at 7820 S Holiday Drive, Suite 205, Sarasota, Florida 34321 (hereinafter referred to as "CRA Z"), and STARCO Chemical, Inc., with principal offices at Union Ave and DuBois Street, East Rutherford, New Jersey 07073 (hereinafter referred to as "STARCO" or the "Manufacturer"). RECITALS WHEREAS, CRA Z Products Inc. is a corporation organized under the laws of the State of Delaware with its principal offices in Sarasota, Florida; and WHEREAS, CRA Z through its Board of Directors is desirous of entering into an agreement with STARCO Chemical Inc. for the manufacture of certain products of which CRA Z is the proprietary of the formulae required to produce such products; and WHEREAS, STARCO is a corporation domiciled in the State of New Jersey with principal offices in East Rutherford, New Jersey; and WHER