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.
Vector Capital III, L.P. c/o Vector Capital Corporation 456 Montgomery Street, 19th Floor San Francisco, CA 94104Vector Capital III, L.P. • August 17th, 2006 • Services-prepackaged software
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Joint Filing Agreement • August 20th, 2007 • Vector Capital III, L.P. • Services-prepackaged software
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
May 31, 2011 CONFIDENTIALVector Capital III, L.P. • June 3rd, 2011 • Measuring & controlling devices, nec
To: Ray Holding Corporation c/o Vector Capital Corporation One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105
JOINT FILING AGREEMENTJoint Filing Agreement • September 16th, 2008 • Vector Capital III, L.P. • Services-prepackaged software
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Pharsight Corporation and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.
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.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Joint Filing Agreement • March 23rd, 2006 • Vector Capital III, L.P. • Services-prepackaged software
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
CONFIDENTIALITY/NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • September 13th, 2007 • Vector Capital III, L.P. • Services-prepackaged software • New York
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.
AMENDMENT NO. 1 TO ROLLOVER AGREEMENTRollover Agreement • May 18th, 2011 • Vector Capital III, L.P. • 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.
May 31, 2011 CONFIDENTIALLetter Agreement • June 3rd, 2011 • Vector Capital III, L.P. • Measuring & controlling devices, nec
To: Ray Holding Corporation c/o Vector Capital Corporation One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105
