0000950123-10-087519 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Merger Agreement • September 20th, 2010 • Rae Systems Inc • Measuring & controlling devices, nec • Delaware

THIS GUARANTEE, dated as of September 19, 2010 (this “Guarantee”), is entered into by Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, L.P. (each, a “Guarantor” and collectively, 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).

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VOTING AGREEMENT
Voting Agreement • September 20th, 2010 • Rae Systems Inc • Measuring & controlling devices, nec • Delaware

This Voting Agreement (“Agreement”) is entered into as of September 19, 2010, by and between Rudy Acquisition Corp., a Delaware corporation (“Parent”), and (“Stockholder”).

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