Attached files
file | filename |
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EX-2.1 - EX-2.1 - RAE SYSTEMS INC | f58823exv2w1.htm |
8-K - FORM 8-K - RAE SYSTEMS INC | f58823e8vk.htm |
Exhibit 10.1
AMENDMENT NO. 1 TO GUARANTEE
This Amendment No. 1 (this Amendment No. 1) to that certain Guarantee dated as of
January 18, 2011 (the Guarantee), dated April 3, 2011, 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).
RECITAL
Ray Holding Corporation, a Delaware corporation (Parent), Ray Merger Sub
Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub),
and the Company have entered into that certain Agreement and Plan of Merger, dated as of January
18, 2011 (as amended, modified or supplemented from time to time, the Merger Agreement),
and it was a requirement of the Merger Agreement that Parent deliver this Guarantee to the Company
concurrently with the execution and delivery thereof.
On April 3, 2011, Parent offered to amend the Merger Agreement on the terms set forth in an
Amendment No. 1 to the Merger Agreement to provide for, among other things, an increase in the
Merger Consideration payable.
The parties to this Amendment No. 1, intending to be legally bound, agree as follows:
1. Cap. Section 1(b) of the Guarantee is amended by replacing, in the definition of
Cap set forth therein, the reference to 82,850,000 with $89,280,000.
2. Guarantee References. The parties hereto hereby agree that all references to the
Guarantee set forth in the Guarantee shall be deemed to be references to the Guarantee as amended
by this Amendment No. 1.
3. Full Force and Effect. Except as expressly amended or modified hereby, the
Guarantee shall remain in full force and effect without any amendment or other modification
thereto.
4. Counterparts. This Amendment No. 1 may be executed in several counterparts, each
of which shall be deemed an original and all of which shall constitute one and the same instrument.
The exchange of a fully executed Amendment No. 1 (in counterparts or otherwise) by facsimile shall
be sufficient to bind the parties to the terms and conditions of this Amendment No. 1.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to be duly executed and
delivered as of the date first written above.
Vector Capital IV, L.P. |
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By: | Vector Capital Partners IV, L.P., | |||
its general partner | ||||
By: | Vector Capital, L.L.C., | |||
its general partner | ||||
By: | /s/ Alexander R. Slusky | |||
Name: | Alexander R. Slusky | |||
Title: | Managing Member | |||
Vector Capital III, L.P. |
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By: | Vector Capital Partners III, L.P., | |||
its general partner | ||||
By: | Vector Capital, L.L.C., | |||
its general partner | ||||
By: | /s/ Alexander R. Slusky | |||
Name: | Alexander R. Slusky | |||
Title: | Managing Member | |||
Signature Page to Amendment No. 1 to Guarantee
RAE Systems Inc. |
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By: | /s/ Randall Gausman | |||
Name: | Randall Gausman | |||
Title: | CFO | |||
Signature Page to Amendment No. 1 to Guarantee