EXHIBIT 10.2] Exhibit C To The Securities Purchase Agreement -------------- ---------------------------------------------- REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • April 14th, 2004 • Raptor Networks Technology Inc • Services-miscellaneous business services • New York
ARTICLE II REPRESENTATIONS AND WARRANTIESSubscription Agreement • April 15th, 2005 • Raptor Networks Technology Inc • Services-miscellaneous business services • California
EXHIBIT 10.19 RAPTOR TECHNOLOGY NETWORKS, INC. 2005 STOCK PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement. I. NOTICE OF STOCK OPTION GRANT...Stock Option Agreement • April 3rd, 2006 • Raptor Networks Technology Inc • Computer communications equipment • California
EXHIBIT 10.1] SECURITIES PURCHASE AGREEMENT -----------------------------Securities Purchase Agreement • April 14th, 2004 • Raptor Networks Technology Inc • Services-miscellaneous business services • New York
RECITALS WHEREAS, the Company proposes to sell and issue in a private placement offering (the "OFFERING") up to 3,250,000 units (the "UNITS") to accredited investors only at a purchase price of $2.00 per Unit for total gross offering proceeds of up to...Rights Agreement • August 12th, 2005 • Raptor Networks Technology Inc • Computer communications equipment • California
SERIES G-BH WARRANT AGREEMENTWarrant Agreement • January 20th, 2006 • Raptor Networks Technology Inc • Computer communications equipment • California
EXHIBIT 4.7 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Raptor Networks Technology Inc • August 30th, 2006 • Computer communications equipment • California
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN PACIFIC INTERMEDIA, INC. AND RAPTOR NETWORKS TECHNOLOGY, INC. --------------------------------Agreement and Plan of Merger • October 22nd, 2003 • Pacific Intermedia Inc • Services-miscellaneous business services • California
FIRST AMENDMENTRaptor Networks Technology Inc • March 31st, 2009 • Computer communications equipment
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March 31, 2008, by and among Raptor Networks Technology, Inc., a Colorado corporation, with headquarters located at 1241 Dyer Road, Suite 150,...Registration Rights Agreement • April 2nd, 2008 • Raptor Networks Technology Inc • Computer communications equipment • New York
EXECUTION COPY SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of July 28, 2008, by and among Raptor Networks Technology, Inc., a Colorado corporation, with headquarters located at 1241 E. Dyer Road, Suite 150,...Securities Purchase Agreement • July 31st, 2008 • Raptor Networks Technology Inc • Computer communications equipment • New York
RECITALSLoan and Security Agreement • May 4th, 2006 • Raptor Networks Technology Inc • Computer communications equipment • California
EXHIBIT 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR...Securities Purchase Agreement • April 15th, 2005 • Raptor Networks Technology Inc • Services-miscellaneous business services
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of March 31, 2008, by and among Raptor Networks Technology, Inc., a Colorado corporation, with headquarters located at 1241 E. Dyer Road, Suite 150,...Securities Purchase Agreement • April 2nd, 2008 • Raptor Networks Technology Inc • Computer communications equipment • New York
EXHIBIT 4.4] THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR...Raptor Networks Technology Inc • April 28th, 2004 • Services-miscellaneous business services
EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of July 31, 2006, by and among Raptor Networks Technology, Inc., a Colorado corporation, with headquarters located at 1241 Dyer Road, Suite 150,...Registration Rights Agreement • July 31st, 2006 • Raptor Networks Technology Inc • Computer communications equipment • New York
EXECUTION COPY REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of July 28, 2008, by and among Raptor Networks Technology, Inc., a Colorado corporation, with headquarters located at 1241 Dyer Road, Suite 150,...Registration Rights Agreement • July 31st, 2008 • Raptor Networks Technology Inc • Computer communications equipment • New York
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 20th, 2006 • Raptor Networks Technology Inc • Computer communications equipment
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of July 31, 2007, by and among Raptor Networks Technology, Inc., a Colorado corporation, with headquarters located at 1241 Dyer Road, Suite 150,...Registration Rights Agreement • August 2nd, 2007 • Raptor Networks Technology Inc • Computer communications equipment • New York
EXHIBIT 4.25 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR COMPLIANCE WITH AN...Raptor Networks Technology Inc • January 20th, 2006 • Computer communications equipment • California
EXHIBIT 4.14 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR...Raptor Networks Technology Inc • January 20th, 2006 • Computer communications equipment • California
SECURITIES PURCHASE AGREEMENT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR...Securities Purchase Agreement • April 15th, 2005 • Raptor Networks Technology Inc • Services-miscellaneous business services
REGISTRATION RIGHTS AGREEMENT COMMON STOCK ------------Registration Rights Agreement • January 20th, 2006 • Raptor Networks Technology Inc • Computer communications equipment • California
EXECUTION COPY Exhibit 10.8 AMENDED AND RESTATED PLEDGE AGREEMENT AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of July 28, 2008 (as amended, restated, supplemented or otherwise modified, this "AGREEMENT"), made by each entity listed as a pledgor on...Pledge Agreement • July 31st, 2008 • Raptor Networks Technology Inc • Computer communications equipment • New York
EXHIBIT 10.2 TURNKEY MANUFACTURING SERVICES AGREEMENT 1. AGREEMENT: 1.1 This Agreement is entered into between Express Manufacturing Incorporated, a California corporation whose principal place of business is located at 3519 W. Warner Avenue, Santa...Manufacturing Services Agreement • April 3rd, 2006 • Raptor Networks Technology Inc • Computer communications equipment • California
SERIES A WARRANT TO PURCHASE COMMON STOCK OFRaptor Networks Technology Inc • April 28th, 2004 • Services-miscellaneous business services
SECURITIES PURCHASE AGREEMENT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR...Securities Purchase Agreement • April 15th, 2005 • Raptor Networks Technology Inc • Services-miscellaneous business services
Castlerigg Master Investments Ltd. 40 West 57th St 26th Floor New York, NY 10019Securities 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.
FIRST AMENDMENTRaptor Networks Technology Inc • March 31st, 2008 • Computer communications equipment
FUND ESCROW AGREEMENT THIS FUND ESCROW AGREEMENT (the "Agreement") is made and entered into this 29th day of January, 2002, by and between PACIFIC INTERMEDIA, INC., a Colorado corporation (the "Company"), 1550 South Carr Street, Lakewood, Colorado...Fund Escrow Agreement • February 7th, 2002 • Pacific Intermedia Inc • Services-miscellaneous business services • Colorado
EXHIBIT 10.2 AMENDMENT AND EXCHANGE AGREEMENT AMENDMENT AND EXCHANGE AGREEMENT (this "AGREEMENT"), dated as of January 18, 2007, by and among Raptor Networks Technology, Inc., a Colorado corporation, with headquarters located at 1241 E. Dyer Road,...Amendment and Exchange Agreement • January 22nd, 2007 • Raptor Networks Technology Inc • Computer communications equipment • New York
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 4th, 2006 • Raptor Networks Technology Inc • Computer communications equipment
EXHIBIT 10.1 AMENDED AND RESTATED AMENDMENT AND EXCHANGE AGREEMENT AMENDED AND RESTATED AMENDMENT AND EXCHANGE AGREEMENT (this "AGREEMENT"), dated as of January 22, 2007, by and among Raptor Networks Technology, Inc., a Colorado corporation, with...And Exchange Agreement • January 23rd, 2007 • Raptor Networks Technology Inc • Computer communications equipment • New York
EXHIBIT 10.6 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of March 31, 2008 (this "AGREEMENT"), made by each entity listed as a pledgor on the signature pages hereto (each a "PLEDGOR" and collectively, the "PLEDGORS"), in favor of CASTLERIGG MASTER...Pledge Agreement • April 2nd, 2008 • Raptor Networks Technology Inc • Computer communications equipment • New York
August 8, 2005Raptor Networks Technology Inc • September 26th, 2005 • Computer communications equipment • California
