RAE SYSTEMS INC. 8,800,000 Shares Common Stock Underwriting AgreementUnderwriting Agreement • January 26th, 2004 • Rae Systems Inc • Measuring & controlling devices, nec • New York
RAE Systems Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), for which you are acting as representative (the “Representative”), and Robert I. Chen and Peter Hsi (collectively, the “Selling Stockholders” and each a “Selling Stockholder”), acting severally and not jointly, propose to sell to the several Underwriters an aggregate of 8,800,000 shares (the “Firm Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), of which 7,000,000 shares are to be sold by the Company (the “Company Firm Shares”) and 1,800,000 shares are to be sold by the Selling Stockholders (the “Selling Stockholders Firm Shares”). The Company has also agreed to sell up to an aggregate of 1,050,000 shares (the “Company Additional Shares”) of Common Stock, and Robert I. Chen and Peter Hsi have also agreed to sell up to an aggregate of 270,000 shares of Common Stock (the “Selling Stockholder Additi
