0001019687-06-002365 Sample Contracts

Castlerigg Master Investments Ltd. 40 West 57th St 26th Floor New York, NY 10019
Securities Purchase Agreement • October 12th, 2006 • Raptor Networks Technology Inc • Computer communications equipment

Reference is hereby made to that certain Securities Purchase Agreement, dated July 30, 2006 (the "SECURITIES PURCHASE AGREEMENT"), by and among Raptor Networks Technology, Inc., a Colorado corporation (the "COMPANY"), Castlerigg Master Investments Ltd. (the "BUYER") and the other investors (the "OTHER INVESTORS") party thereto pursuant to which the Company issued to the Buyer a Senior Convertible Note, dated as of July 31, 2006 (the "NOTE"), in an original principal amount of $3,000,000. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Note.

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Cedar Hill Capital Partners Onshore, LP 747 Third Avenue 33rd Floor New York, NY 10017
Waiver Related to Equity Conditions • October 12th, 2006 • Raptor Networks Technology Inc • Computer communications equipment

Reference is hereby made to that certain Securities Purchase Agreement, dated July 30, 2006 (the "SECURITIES PURCHASE AGREEMENT"), by and among Raptor Networks Technology, Inc., a Colorado corporation (THE "COMPANY"), Cedar Hill Capital Partners Onshore, LP (the "BUYER") and the other investors (the "OTHER INVESTORS") party thereto pursuant to which the Company issued to the Buyer a Senior Convertible Note, dated as of July 31, 2006 (the "NOTE"), in an original principal amount of $1,080,000. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Note.

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