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.
