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 ").
RECITALS
WHEREAS, concurrent with the execution of this Voting Agreement,
the Company, and Cloudtech Sensors Inc ("Cloudtech"), a Delaware
corporation, have entered into an Agreement and Plan of Merger
dated of even date herewith (as amended, restated or otherwise
modified from time to time, the " Merger Agreement "),
pursuant to which will merge with the Company (the "
Merger ");
WHEREAS, the Stockholder is the record and beneficial owner of the
Shares set forth below the Stockholder's name and signature on the
signature page hereto; and
WHEREAS, as an inducement and a condition to entering into the
Merger Agreement, the Company desires that the Stockholder agree,
and the Stockholder is willing to agree, to enter into this Voting
Agreement.
>NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Stockholder,
intending to be legally bound, hereby agree as follows:
1.
Certain Definitions . In addition to the terms defined
elsewhere herein, capitalized terms used and not defined herein
have the respective meanings ascribed to them in the Merger
Agreement. For purposes of this Voting Agreement:
(a) " Beneficially Own " or " Beneficial Ownership "
with respect to any securities means having "Beneficial ownership"
of such securities as determined pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including pursuant to any agreement, arrangement or understanding,
whether or not in writing. Without duplicative counting of the same
securities by the same holder, securities Beneficially Owned by a
Person shall include securities Beneficially Owned by all other
Persons with whom such Person would constitute a "group" as within
the meanings of Section 13(d)(3) of the Exchange Act.
(b) " Shares " means (i) shares of Class A common
stock, par value $0.001 per share, of the Company, and
(ii) any change in such shares by reason of any stock
dividend, split-up, recapitalization, combination, conversion of
securities, exchange of shares or the like.
2.
Voting of Company Stock . The Stockholder hereby irrevocably
agrees that, during the period commencing on the date hereof and
continuing until the first to occur of (a) the Effective Time
or (b) the termination of the Merger Agreement in accordance
with its terms (the " Termination Date "), at any meeting of
the holders of the Shares, however called, or in connection with
any written consent of the holders of the Shares, the Stockholder
shall vote (or cause to be voted) the Shares held of record or
Beneficially Owned by the Stockholder and identified on the
signature pages hereto that are entitled to vote (whether pursuant
to the articles of incorporation or bylaws of the Company or
applicable law), as well as any Shares hereafter acquired:
(i) in favor of approval of the Merger, adoption of the Merger
Agreement and any actions required in furtherance thereof by the
stockholders of the Company; (ii) against any action or
agreement that would result in a breach in any respect of any
covenant, representation or warranty, or any other obligation or
agreement of the Company under the Merger Agreement or the
Stockholder under this Voting Agreement; and (iii) except as
otherwise agreed to in writing in advance by the Company, against
the following actions (other than the Merger and the transactions
contemplated by this Voting Agreement and the Merger Agreement):
(A) any Acquisition Proposal; or (B)(1) any change in a
majority of the individuals who constitute the Company/s Board of
Directors; (2) any change in the present capitalization of the
Company or any amendment of the Company's articles of incorporation
or bylaws; (3) any material change in the Company's corporate
structure or business unless specifically contemplated in the
Merger Agreement; or (4) any other action which, in the case
of each of the matters referred to in clauses (B)(1), (2) or
(3), is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, or materially and adversely affect
the Merger and the transactions contemplated by this Voting
Agreement and the Merger Agreement. The Stockholder agrees that the
obligations under this Voting Agreement are unconditional and will
remain in full force and effect notwithstanding that the Company
may have received an inquiry, proposal or offer from a Person
regarding an Acquisition Proposal. Further, the Stockholder will
not enter into any agreement or understanding with any Person the
effect of which would be inconsistent with or violative of any
provision contained in this Section 2.
3.
Grant of Proxy; Appointment of Proxy .
(a) The Stockholder hereby irrevocably grants to, and appoints, the
Company as proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of the
Stockholder, to vote the Shares that are entitled to vote (whether
pursuant to the articles of incorporation or bylaws of the Company
or applicable law), or grant a consent or approval in respect of
such Shares, as set forth in Section 2 hereof. The Stockholder
hereby ratifies and approves each and every action taken, decision
made or instruction given by such proxy and attorney-in-fact
pursuant to the provisions of Section 2 hereof and this
Section 3.
(b) The Stockholder understands and acknowledges that the Company
is entering into the Merger Agreement in reliance upon such
irrevocable proxy. The Stockholder hereby affirms that the
irrevocable proxy set forth in this Section 3 is given to
secure the performance of the duties of the Stockholder under this
Voting Agreement. The Stockholder hereby affirms that the
irrevocable proxy is coupled with an interest and may under no
circumstances be revoked.
4 .
No Ownership Interest . Prior to its purchase of the Shares
pursuant to the Merger, (a) nothing contained in this Voting
Agreement shall be deemed to vest in the Company any direct
ownership or incidence of ownership of or with respect to the
Shares and (b) all rights, ownership and economic benefits of
and relating to the Shares shall remain vested in and belong to the
Stockholder, and Company shall have no authority to manage, direct,
restrict, regulate, govern, or administer any of the policies or
operations of the Company or exercise any power or authority to
direct the Stockholder in the voting of any of the Shares, except
as otherwise provided herein, or in the performance of the
Stockholder's duties or responsibilities with respect to the
Company.
5.
Covenants, Representations and Warranties of the Stockholder
. The Stockholder hereby represents and warrants to, and covenants
and agrees with, the Company as follows:
(a) Ownership of Shares . The Stockholder is the sole record
and Beneficial Owner of the number of Shares set forth below the
Stockholder's name on the signature page hereof. On the date
hereof, the Shares set forth below the Stockholder's name on the
signature page hereof constitute all of the shares of capital stock
of the Company owned of record or Beneficially Owned by the
Stockholder or with respect to which the Stockholder has voting
power by proxy, voting agreement, voting trust or other similar
instrument. The Stockholder has, and will have at any time from the
date hereof until the date that Section 2 is no longer in
effect, sole voting power and sole power to issue instructions with
respect to the matters set forth in Section 2 hereof, sole
power of disposition, sole power of conversion, sole power to
demand appraisal rights and sole power to agree to all of the
matters set forth in this Voting Agreement, in each case with
respect to all of the Shares set forth below the Stockholder's name
on the signature page hereof, with no limitations, qualifications
or restrictions on such rights, subject to applicable securities
laws, and the terms of this Voting Agreement.
(b) Authorization . The Stockholder has and will have the
legal capacity, power (corporate or otherwise) and authority to
enter into and perform all of the Stockholder's obligations under
this Voting Agreement. The execution, delivery and performance of
this Voting Agreement by the Stockholder will not violate any other
agreement to which the Stockholder is a party including, without
limitation, any voting agreement, stockholders agreement, voting
trust, trust or similar agreement. This Voting Agreement has been
duly and validly executed and delivered by the Stockholder and,
assuming this Voting Agreement constitutes a valid and binding
obligation of Company, constitutes a valid
