JOINT FILING AGREEMENTJoint Filing Agreement • April 19th, 2002 • Chen Robert I • Measuring & controlling devices, nec
The undersigned agree that the statement on Schedule 13D dated April 19, 2002 with respect to the common stock of RAE Systems Inc. is, and any amendments hereto signed by each the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13(d) under the Securities Exchange Act of 1934, as amended.
ROLLOVER AGREEMENTRollover Agreement • January 20th, 2011 • Chen Robert I • 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.
Joint Filing AgreementJoint Filing Agreement • January 20th, 2011 • Chen Robert I • Measuring & controlling devices, nec
The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of RAE Systems, Inc. dated as of January 18, 2011 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to an in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
ContractJoint Filing Agreement • February 4th, 2004 • Chen Robert I • Measuring & controlling devices, nec
Exhibit 1 JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13D/A dated February 3, 2004 with respect to the common stock of RAE Systems Inc. is, and any amendments hereto signed by each the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13(d) under the Securities Exchange Act of 1934, as amended. Dated February 3, 2004
AMENDMENT NO. 2 TO ROLLOVER AGREEMENTRollover Agreement • May 26th, 2011 • Chen Robert I • Measuring & controlling devices, nec
This Amendment No. 2 (this “Amendment No. 2”) to that certain Rollover Agreement, dated as of January 18, 2011, as amended (the “Rollover Agreement”), by and between RAY HOLDING CORPORATION, a Delaware corporation (the “Company”) and CHEN REVOCABLE TRUST DTD 5/8/2011 (the “Investor”), is made and entered into as of May 25, 2011 by and between the Company and the Investor. All capitalized terms that are used in this Amendment No. 2 but not defined in this Amendment No. 2 shall have the respective meanings ascribed thereto in the Rollover Agreement.
FORM OF ROLLOVER AGREEMENTForm of Rollover Agreement • September 29th, 2010 • Chen Robert I • Measuring & controlling devices, nec • Delaware
THIS ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of September 19, 2010 by and between RUDY ACQUISITION CORP., a Delaware corporation (the “Company”), and «INVESTOR_NAME_ROLLOVER» (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.
AMENDMENT NO. 1 TO ROLLOVER AGREEMENTRollover Agreement • May 20th, 2011 • Chen Robert I • Measuring & controlling devices, nec
This Amendment No. 1 (this “Amendment No. 1”) to that certain Rollover Agreement, dated as of January 18, 2011 (the “Rollover Agreement”), by and between RAY HOLDING CORPORATION, a Delaware corporation (the “Company”) and CHEN REVOCABLE TRUST DTD 5/8/2011 (the “Investor”), is made and entered into as of May 17, 2011 by and between the Company and the Investor. All capitalized terms that are used in this Amendment No. 1 but not defined in this Amendment No. 1 shall have the respective meanings ascribed thereto in the Rollover Agreement.
Exhibit 3 SHAREHOLDER LOCK-UP AGREEMENT April 9, 2002 RAE Systems Inc. 1339 Moffett Park Drive Sunnyvale, California 94089 Dear Sirs: The undersigned is an equity holder of RAE Systems Inc., a Delaware corporation ("RAE") publicly traded on the OTC...Shareholder Lock-Up Agreement • April 19th, 2002 • Chen Robert I • Measuring & controlling devices, nec
The undersigned is an equity holder of RAE Systems Inc., a Delaware corporation ("RAE") publicly traded on the OTC Bulletin Board. RAE will be filing a registration statement registering certain shares of its common stock for resale. In the absence of being included in such registration statement, shares received by the undersigned would be not saleable in the public market until at least April 10, 2003. As an inducement to registering shares of RAE common stock the undersigned holds, the undersigned hereby agrees that from the date hereof and until six months (unless you are an officer or director of RAE, in which event twelve months) following April 9, 2002 (the "Lock Up Date"), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock of RAE (the "Common Stock") that the undersigned: (i) currently holds; or (ii) acquires upon the conversion or exercise of securities held convertible into or exchangeable
AMENDMENT NO. 3 TO ROLLOVER AGREEMENTRollover Agreement • June 2nd, 2011 • Chen Robert I • Measuring & controlling devices, nec
This Amendment No. 3 (this “Amendment No. 3”) to that certain Rollover Agreement, dated as of January 18, 2011 (the “Original Rollover Agreement”), as amended by Amendment No. 1 dated May 17, 2011 (“Amendment No. 1”), and Amendment No. 2 dated May 25, 2011 (“Amendment No. 2,” and collectively with the Original Rollover Agreement and Amendment No. 1, the “Rollover Agreement”), by and between RAY HOLDING CORPORATION, a Delaware corporation (the “Company”) and CHEN REVOCABLE TRUST DTD 5/8/2011 (the “Investor”), is made and entered into as of May 31, 2011 by and between the Company and the Investor. All capitalized terms that are used in this Amendment No. 3 but not defined in this Amendment No. 3 shall have the respective meanings ascribed thereto in the Rollover Agreement.
AMENDMENT NO. 1 TO ROLLOVER AGREEMENTRollover Agreement • June 2nd, 2011 • Chen Robert I • Measuring & controlling devices, nec
This Amendment No. 1 (this “Amendment No. 1”) to that certain Rollover Agreement, dated as of January 18, 2011 (the “Rollover Agreement”), by and between RAY HOLDING CORPORATION, a Delaware corporation (the “Company”) and HSI FAMILY TRUST (the “Investor”), is made and entered into as of May 31, 2011 by and between the Company and the Investor. All capitalized terms that are used in this Amendment No. 1 but not defined in this Amendment No. 1 shall have the respective meanings ascribed thereto in the Rollover Agreement.
