AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 19th, 2011 • Rae Systems Inc • Measuring & controlling devices, nec • Delaware
THIS GUARANTEE, dated as of January 18, 2011 (this “Guarantee”), is entered into by Vector Capital IV, L.P. (“VCIV”) and Vector Capital III, L.P. (“VCIII,” and each of VCIII and VCIV, a “Guarantor” and collectively VCIII and VCIV, the “Guarantors”) in favor of RAE Systems Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • January 19th, 2011 • Rae Systems Inc • Measuring & controlling devices, nec • Delaware
This Voting Agreement (“Agreement”) is entered into as of January 18, 2011, by and between Ray Holding Corporation, a Delaware corporation (“Parent”), and _____________ (“Stockholder”).
