raptor_10q-ex1005.htm


    
      
        

      

    

    Exhibit 10.5

     

    
      Extension Amendment


      #001006-09

      SECOND
AMENDMENT

       

      THIS SECOND AMENDMENT (the "Amendment') is made and entered into
as of the 23rd
day of
June, 2009 by and between
MARTIN INVESTMENT
COMPANY, A California Limited Partnership ("Lessor"), and Raptor Networks
Technology, Inc. ("Lessee").

       

      RECITALS

       

      
        	
                A.

              	
                Lessor
      and Lessee are parties to that certain lease datedSeptember
      22, 2008, amended February 09,
      2009 (the "Lease").
      Pursuant to the Lease, Lessor has leased to Lessee space currently
      containing approximately 2,400
      square feet (the "Premises") described as 1508
      S. Grand Avenue located at Santa
      Ana, California.

              


      

       

      
        	
                B.

              	
                The
      Lease by its terms shall expire onSeptember
      30, 2009 ("Prior Termination Date") and the parties desire to
      extend the Term of the Lease, all on the following terms and
      conditions.

              


      

       

      NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Lessor and Lessee agree as
follows:

       

      
        	
                I.

              	
                Extension.
      The Term of the Lease is hereby extended for a period of Six
      (6) months and shall expire on March
      31, 2010 ("Extended Termination Date"), unless sooner terminated in
      accordance with the terms of the Lease. That portion of the Term
      commencing the day immediately following the Prior Termination Date ("Extension
      Date") and ending on the Extended Termination Date shall be
      referred to herein as the "Extended
      Term".

              


      

       

      
        	
                II.

              	
                Base
      Rent and Common Area Maintenance. As of the Extension Date, the
      schedule of Base Rent
      and Common Area Maintenance payable with respect to the Premises during
      the Extended Term is the following:

              


      

       

      
        
          	
                  Period

                	
                  Monthly
      Base Rent & Common Area Maintenance

                
	
                  October
      01, 2009 – March 31, 2010

                	
                  $1,560.00**

                  **
      Prepaid for the term of this
lease

                


        

      

       

      All such
Base Rent and Common Area Maintenance shall be payable by Lessee in accordance
with the terms of the Lease. In the event Lessee is more than ten (10) days
delinquent in the payment of a rental installment, Lessor, at Lessor's option
may require all future payments to Lessor by cashier's check or money
order.

       

      
        
          	
                  III.

                	
                  Additional
      Security Deposit. No additional security deposit shall be required
      in connection with this
Amendment.

                


        

      

       

      
        
          	
                  IV.

                	
                  Property
      Taxes & Insurance Premiums. For the period commencing on the
      Extension Date and ending on the Extended Termination Date, Lessee shall
      pay for Lessee's pro-rata share of increases (if any) over base year
      property taxes and insurance premiums in accordance with the terms of the
      Lease, provided, however, during such period, the Insurance Base for the
      computation of Lessee's pro-rata share of Insurance Premiums is amended
      from $397.87
      to $TBD,
      and the Tax Base for the computation of Lessee's pro-rata share of
      Real Property Taxes is amended from $529.99
      to $TBD.

                


        

      

       

      
        
          	
                  V.

                	
                  Improvements
      to Premises. Lessee is in possession of the Premises and accepts
      the same "as is" without any agreements, representations, understandings
      or obligations on the part of Landlord to perform any alterations, repairs
      or improvements, except as may be expressly provided otherwise in this
      Amendment.

                


        

      

       

      
        
          	
                  VI.

                	
                  Lessee's
      Maintenance Obligations. Section 7.1 of the Lease shall hereby be
      amended to include the following section 7.1(d)
      Replacement:

                


        

      

       

      Subject
to Lessee's indemnification of Lessor set forth in Paragraph 8.7 of the Lease,
and without relieving Lessee of liability resulting from Lessee's failure to
exercise and perform good maintenance practices, if an item described in
Paragraph 7.1(b) of the Lease and including by reference herein all loading
doors, cannot be repaired other than at a cost which is in excess of 50% of the
cost of replacing such item, then such item shall be replaced by Lessor, and the
cost thereof shall be prorated between the parties and Lessee shall only be
obligated to pay, each month during the remainder of the term of this Lease, on
the date on which Base Rent is due, an amount equal to the product of
multiplying the cost of such replacement by a fraction, the numerator of which
is one, and the denominator of which is 84 (i.e. 1184th
of the cost per month). Lessee shall pay interest on the unamortized balance but
may prepay its obligation at any time.

       

      
        
          
          

        

        
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                VII.

              	
                Insurance;
      Indemnity Section 8 of the Lease shall hereby be amended to include
      the following section
      8.9 Failure to Provide Insurance:

              


      

       

      Lessee
acknowledges that any failure on its part to obtain or maintain the insurance
required herein will expose Lessor to risks and potentially cause Lessor to
incur costs not contemplated by this Lease, the extent of which will be
extremely difficult to ascertain. Accordingly, for any month or portion thereof
that Lessee does not maintain the required insurance and/or does not provide
Lessor with the required binders or certificates evidencing the existence of the
required insurance, the Base Rent shall be automatically increased, without any
requirement for notice to Lessee, by an amount equal to 10% of the then existing
Base Rent or $100, whichever is greater. The parties agree that such increase
in Base Rent represents fair and reasonable compensation for the additional
risk/costs that Lessor will incur by reason of Lessee's failure to
maintain the required insurance. Such increase in Base Rent shall in no event
constitute a waiver of Lessee's Default or Breach with respect to the failure to
maintain such insurance, prevent the exercise of any of the other rights and
remedies granted hereunder, nor relieve Lessee of its obligations to maintain
the insurance specified in the Lease.

       

      
        	
                VIII.

              	
                Other
      Pertinent Provisions. Lessor and Lessee agree that, effective as of
      the date of this Amendment
      (unless different effective date(s) is/are specifically referenced in this
      Section), the Lease shall be amended in the following additional
      respects:

              


      

       

      
        
          	
                	
                  A.

                	
                  Rent: Lessee shall submit on
      or before October 01, 2009, pre-paid rent in the amount of $9,360.00.

                


        

      

      
        
          	
                	
                  B.

                	
                  Additional
      Conditions: At the later of the
      expiration of the lease or Lessee's  occupancy of the
      premises, Lessee shall remove the telecommunication wires
      running  across the roof and
      repair the hole in the South concrete wall where the wire enters
      the  building

                


        

      

       

      
        	
                IX.

              	
                Miscellaneous.

              


      

       

      
        	
                 
      

              	
                A.

              	
                This
      Amendment sets forth the entire agreement between the parties with respect
      to the matters set forth herein. There have been no additional oral or
      written representations or agreements. Under no circumstances shall Lessee
      be entitled to any rent abatement, improvement allowance, leasehold
      improvements, or other work to the Premises, or any similar economic
      incentives that may have been provided Lessee in connection with entering
      into the Lease, unless specifically set forth in this
      Amendment.

              


      

       

      
        	
                 
      

              	
                B.

              	
                Except
      as herein modified or amended, the provisions, conditions and terms of the
      Lease shall remain unchanged and in full force and
  effect.

              


      

       

      
        	
                 
      

              	
                C.

              	
                In
      the case of any inconsistency between the provisions of the Lease and this
      Amendment, the provisions of this Amendment shall govern and
      control.

              


      

       

      
        	
                 
      

              	
                D.

              	
                Submission
      of this Amendment by Lessor is not an offer to enter into this Amendment
      but rather is a solicitation for such an offer by Lessee. Lessor shall not
      be bound by this Amendment until Lessor has executed and delivered the
      same to Lessee.

              


      

       

      
        	
                 
      

              	
                E.

              	
                Lessee
      hereby represents to Lessor that Lessee has dealt with no broker in
      connection with this Amendment. Lessee agrees to indemnify and hold
      Lessor, its members, principals, beneficiaries, partners, officers,
      directors, employees, mortgagee(s) and agents, and the respective
      principals and members of any such agents (collectively, the "Lessor
      Related Parties") harmless from all claims of any brokers claiming to have
      represented Lessee in connection with this Amendment. Lessor hereby
      represents to Lessee that Lessor has dealt with no broker in connection
      with this Amendment. Lessor agrees to indemnify and hold Lessee, its
      members, principals, beneficiaries, partners, officers, directors,
      employees, and agents, and the respective principals and members of any
      such agents (collectively, the "Lessee
      Related Parties") harmless from all claims of any brokers
      claiming to have represented Lessor in connection with this
      Amendment.

              


      

       

      
        	
                 
      

              	
                F.

              	
                Each
      signatory of this Amendment represents hereby that he or she has the
      authority to execute and deliver the same on behalf of the party hereto
      for which such signatory is acting.

              


      

       

       

      
        
          
          

        

        
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      IN WITNESS WHEREOF, Lessor and
Lessee have duly executed this Amendment as of the day and year first above
written.

       

       

       

      
        LESSOR:

         

        MARTIN
INVESTMENT COMPANY, A California Limited Partnership

         

        By: /s/ H. Rhoads Martin, Jr.      

        Name: H.
Rhoads Martin, Jr.

        Title:
General Partner

         

         

        LESSEE:

         

        Raptor
Networks Technology, Inc.

         

        By: /s/ Tom Wittenschlaeger      

        Name: Tom
Wittenschlaeger

        Title:
Director

         

        By: /s/ Tom Wittenschlaeger      

        Name: Tom
Wittenschlaeger

        Title:
CEO

         

         

         

         

        
          
            
            

          

          
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