ROLLOVER AGREEMENTRollover Agreement • January 28th, 2011 • Vector Capital III, L.P. • Measuring & controlling devices, nec • Delaware
This Rollover Agreement (this “Agreement”) is made and entered into as of January 18, 2011 by and between Ray Holding Corporation, a Delaware corporation (the “Company”), and _________ (the “Investor”). Certain definitions are set forth in Section 7 of this Agreement. Certain capitalized terms used in this Agreement, not otherwise defined herein, shall have the meanings set forth in the Merger Agreement (as defined below). Subject to Section 10 hereof, this Agreement shall be a binding obligation of the parties on the date hereof, but the Rollover (as defined below) shall become effective immediately prior to the Effective Time upon the Closing Date.
January 18, 2011 CONFIDENTIALMerger Agreement • January 28th, 2011 • Vector Capital III, L.P. • Measuring & controlling devices, nec
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Ray Holding Corporation, a Delaware corporation (“Parent”), Ray Merger Sub Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and RAE Systems Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A attached hereto are collectively referred to herein as the “Investors.” This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.
To: Ray Holding Corporation c/o Vector Capital Corporation One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 To: Ray Merger Sub Corporation c/o Vector Capital Corporation One Market Street Steuart Tower, 23rd Floor San...Merger Agreement • January 28th, 2011 • Vector Capital III, L.P. • Measuring & controlling devices, nec
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Ray Holding Corporation, a Delaware corporation (“Parent”), Ray Merger Sub Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and RAE Systems Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A attached hereto are collectively referred to herein as the “Investors.” This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.
