STIPULATION AND [PROPOSED] ORDER

JEREMY FOGEL, District Judge.

WHEREAS, the above-captioned action challenges the proposed acquisition of RAE Systems Inc. ("RAE") by an affiliate of Battery Ventures VIII, L.P. and Battery Ventures VIII Side Fund, L.P., announced on September 20, 2010 (the "Proposed Transaction");

WHEREAS, between September 20, 2010 and December 17, 2010, a total of twelve putative class action lawsuits purporting to represent the same putative class of RAE shareholders as herein, and naming each of the Defendants named herein, were filed challenging the Proposed Transaction and disclosures made in connection with the Proposed Transaction. Five putative class actions were filed in the Delaware Court of Chancery (the "Delaware Actions")1, five were filed in the California Superior Court, County of Santa Clara (the "California Actions")2, and two, including this action, were filed in the United States District Court for the Northern District of California (the "Federal Actions");3

WHEREAS, on October 18, 2010, the Delaware Court of Chancery issued an order consolidating four of the Delaware Actions, and on October 28, 2010 the Delaware plaintiffs filed a Consolidated Amended Complaint under the caption In Re RAE Systems, Inc. Shareholders Litigation, Consolidated C.A. No. 5848-VCS. On December 23, 2010, Plaintiffs in the remaining Delaware Action, James Mann v. RAE Systems Inc., et al., No. 6081, filed a motion to consolidate their action with the pending consolidated Delaware action;

WHEREAS, on October 28, 2010, the California Superior Court issued an order consolidating the California Actions under the caption In Re RAE Systems, Inc. Shareholders Litigation, Consolidated No. 10-cv-182985. On December 17, 2010, the California Superior Court granted the defendants' motion to stay the California Actions in favor of the Delaware consolidated action;

WHEREAS, on November 23, 2010, Plaintiff filed his class action complaint (the "Complaint") in this Court in the above-captioned action;

WHEREAS, on December 10, 2010, plaintiffs in the Delaware Actions and the California Actions served Plaintiffs' Multi-Jurisdictional Consolidated First Request For The Production Of Documents And Things To All Defendants;

WHEREAS, on December 6, 2010, Plaintiff filed a motion to expedite discovery in the above-captioned action;

WHEREAS, on December 8, 2010, Plaintiff filed a motion to relate this action to the parallel Federal action (LaPlante v. RAE Systems Inc., et al., No. 10-cv-04944). On December 20, 2010, this Court granted Plaintiff's motion, pursuant to which this action was reassigned to the Honorable Jeremy Fogel on December 21, 2010 and the scheduled hearing on Plaintiff's motion to expedite discovery was vacated.

ACCORDINGLY, in light of the earlier-filed litigation proceeding in the Delaware Court of Chancery and the California Superior Court's order staying the California Actions in favor of the Delaware litigation, and in order to ease the burden on the parties and this Court,

IT IS HEREBY STIPULATED AND AGREED, between Plaintiff and Defendants, by and through their respective counsel, that:

1. Defendants (a) will produce to Plaintiff the same documents produced by Defendants in the Delaware Actions and (b) will not object to Plaintiff appearing at depositions occurring in the Delaware Actions and asking non-duplicative questions of each deponent;

2. Plaintiff and his counsel shall agree to abide by the terms and conditions of any protective order governing the production and exchange of confidential material that is stipulated to, agreed to, and/or entered in any of the Delaware Actions, and Plaintiff and his counsel shall execute an undertaking evidencing such agreement;

3. All documents and information produced by Defendants to Plaintiff will be kept confidential and shall not be used for any purpose other than litigating the above-captioned action, and shall not be revealed, disclosed or otherwise made known to persons, directly or indirectly, in whole or in part, other than the following: (a) Plaintiff in this action; (b) Plaintiff's counsel in this action and regular and temporary employees of their firms, and service vendors of such counsel (including outside copying services, outside litigation support services, and stenographers) to whom disclosure is reasonably necessary for the litigation of the above-captioned action; (c) deponents and their counsel during the course of and in preparation for depositions as set forth in provision 1(b) above; (d) this Court and any of his Honor's respective staff, administrative personnel and Court reporters, and any essential personnel retained by this Court in connection with this matter; and (e) any other person only upon order of this Court or upon stipulation of the producing Defendant; provided, however, that the foregoing provisions in this paragraph shall not be deemed to limit or otherwise alter Plaintiff's or his counsels' obligations under the terms and conditions of any protective order governing the production and exchange of confidential material that is stipulated to, agreed to, and/or entered in any of the Delaware Actions, or Plaintiff's and his counsels' agreement to abide by the terms and conditions of any such protective order;

4. In the interest of efficiency, Plaintiff agrees that his motion for expedited discovery is hereby withdrawn and that the Court need not take any action on that motion. Plaintiff will coordinate with the Delaware Actions and will not seek any temporary restraining order, preliminary injunction or any other preliminary injunctive relief in this action;

5. All proceedings and deadlines in the above-captioned action, including Defendants' time to answer, move or otherwise respond to the Complaint, shall be stayed, pending resolution of the Delaware Actions;

6. On or before July 1, 2011, the parties to this action will meet and confer regarding the status of the Delaware Actions and this action, and within 15 days of the foregoing meet and confer, the parties will submit a joint status report or request for dismissal, as appropriate, to this Court;

7. In light of the parties' stipulation and agreement, the parties respectfully request that the Court enter the Order subjoined hereto; and

8. Nothing in this stipulation and agreement shall preclude any party from subsequently seeking a modification of this Order.

ATTESTATION PURSUANT TO GENERAL ORDER 45

I, Kevin P. Muck, attest that concurrence in the filing of this document has been obtained from any signatories indicated by a "confirmed" signature (/s/) within this e-filed document.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this 11th day of January 2011, at San Francisco, California.

ORDER

IT IS SO ORDERED.