raptor_8k-ex1001.htm


    
      

    

    Exhibit 10.1

     

     

     

    


    Todd A.
Brisco, Esq.  [State Bar No. 165935]

    Cynthia
S. Poer, Esq.  [State Bar No. 252911]

    TODD A.
BRISCO & ASSOCIATES, APC

    1900
South State College Boulevard, Suite 505

    Anaheim,
California 92806

    Telephone:  (714)
634-2814

    Facsimile:    (714)
634-0662

    


    Attorneys
for Plaintiff,

    PS
BUSINESS PARKS, L.P.,

    a
California Limited Partnership

    


    SUPERIOR
COURT OF THE STATE OF CALIFORNIA

    COUNTY
OF ORANGE, CENTRAL JUSTICE CENTER

    


    
      	
              PS
      BUSINESS PARKS, L.P., a California

              Limited
      Partnership,

               

              Plaintiff,

               

              vs.

               

              RAPTOR
      NETWORKS TECHNOLOGY,

              INC.,
      a California Corporation; and DOES 1

              through
      25, Inclusive,

               

              
                Defendants.

                 

              

            	
              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

            	
              Case
      No.:  30-2009-00121225

               

               

              STIPULATION
      FOR ENTRY 

              OF
      JUDGMENT (CONDITIONAL

              SETTLEMENT)

               

              Last
      Payment:  February 15, 2012

               

               

            


    

     

    IT IS HEREBY STIPULATED TO by
and between the Plaintiff PS BUSINESS PARKS, L.P., a California Limited
Partnership (hereinafter “Plaintiff”) by and through its attorney of record,
Todd A. Brisco & Associates, APC, on the one hand, and Defendant RAPTOR
NETWORKS TECHNOLOGY, INC., a California Corporation (hereinafter “Defendant”) by
and through its attorney , RUTAN & TUCKER, LLP, on the other hand, that this
Stipulation for Entry of Judgment (the “Stipulation”) in the above-captioned
action shall be entered as follows:

     

    

      
        
          
            STIPULATION
FOR ENTRY OF JUDGMENT (CONDITIONAL SETTLEMENT)

          

           


        

        
          1

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      



    1.           This
Stipulation applies to the Full Service Lease between Plaintiff and Defendant
dated May 3, 2004, and the corresponding 1st
Amendment between Plaintiff and Defendant dated April 27, 2007 (hereinafter
collectively “Lease”) for the commercial property located at 1241 East Dyer
Road, Suite 150, Santa Ana, California 92705. This Stipulation for Entry of
Judgment (Conditional Settlement) shall be held in trust by counsel for
Plaintiff, and filed if and only if Defendant defaults under the terms of this
Stipulation as defined below and notice to provided to Defendant as provided for
below.

    2.           Plaintiff
is awarded money judgment in the amount for $216,000.00 for special and
compensatory damages.

    3.           IT IS FURTHER STIPULATED AND AGREED
that, as set forth below, Defendant agrees to pay the sum of $216,000.00,
including $7,000.00 at the execution of this Stipulation, in monthly payments
beginning January 15, 2010, plus interest at the rate of ten percent (10%)
simple interest per annum, in full and complete settlement of this
matter.  If Defendant defaults on any term of this Stipulation,
judgment shall be entered in favor of Plaintiff in the amount of $216,000.00
plus interest, as per the terms of the Stipulation less any payments already
made by Defendant.

    4.           This
Stipulation shall not be filed with the Court and judgment pursuant to this
Stipulation shall not be entered provided Defendant performs each of the following
terms:

    Defendant shall pay the sum of
$216,000.00 principal balance and all interest payments as per the Proposed
payment schedule, as follows:

    
      	
               
      

            	
              a)

            	
              Upon
      execution of this Stipulation, Defendant shall pay the sum of
      $7,000.00.

            


    

    
      	
               
      

            	
              b)

            	
              Beginning
      January 15, 2010 and continuing through January 15, 2012, Defendant will
      pay Plaintiff the sum of $9,000.00 on or before the 15th day of each
      month. The final payment will be for $6,106.33 to be paid on or before
      February 15, 2012. (See Payment Schedule attached hereto as
      Attachment
      “1”.)

            


    

     

    
 

    
      
        
          STIPULATION
FOR ENTRY OF JUDGMENT (CONDITIONAL SETTLEMENT)

        

         


      

      
        2

        
          

        

      

      
         


        
          
          

          Exhibit
10.1

        

      

    


    
      	
               
      

            	
              c)

            	
              All
      payments shall be made payable to the “Todd A. Brisco Client Trust
      Account” and sent or delivered to the offices of Todd A. Brisco &
      Associates, APC located at 1900 South State College Boulevard, Suite 505,
      Anaheim, California 92806.

            


    

    5.           There
shall be no penalty for prepayment or early payment of any of these
sums.   Defendant has the option to pay the remaining principal
balance, in full, at any time, provided Defendant is not in default of any term
of this Stipulation. Interest on the principal balance will be calculated on a
per payment basis and only for the proportional part of the year that has
elapsed from the date of the last payment to the date of the current payment. In
the event Defendant wishes to payoff the balance prior to the aforementioned
final payment date, Defendant’s final interest payment will be calculated in the
same manner as any proceeding payment. No interest will be charged for any
period of time remaining on the Proposed Payment Schedule.

    6.           IT IS FURTHER STIPULATED AND AGREED
that Defendant may at any time request a payoff amount with five days
advance notice. Said payoff amount will include interest calculated per the
above-referenced method from the date of last payment to five (5) days after
date of request. Payoff payment must be received no later than 4:00 p.m. on the
payoff date.

    7.           IT IS STIPULATED AND AGREED AND
REQUESTED that Defendant will be making payments through February 15,
2012 if Defendant does not elect to pay off the entire settlement at an earlier
date.  In the event the Court refuses to allow an OSC re: Dismissal
until after February 15, 2012, the parties agree that based upon the Court
retaining jurisdiction of this Stipulation, this case may be dismissed without
prejudice.  The Court retains jurisdiction over the parties to this
action in order to enforce this Stipulation, pursuant to Code of Civil
Procedure §664.6, until performance in full of the terms of this
Stipulation.

     

     

    
 

    
      
        
          STIPULATION
FOR ENTRY OF JUDGMENT (CONDITIONAL SETTLEMENT)

        

         


      

      
        3

        
          

        

      

      
         


        
          Exhibit
10.1

        

      

    


    


    8.           If
Defendant makes all payments pursuant to this Stipulation as set forth below,
Plaintiff shall file a dismissal with prejudice of this action on or before
March 15, 2012, (one (1) month after last payment due) pursuant to California Rules of
Court 3.1385(c).

    9.           Each
party shall bear their own costs and attorneys’ fees.

    10.         Time
is of the essence. Plaintiff must receive all payments on or before the date on
which they are due.

    11.         Should
Defendant fail to make any payment required by this Stipulation when such
payment becomes due, Plaintiff shall give written notice and opportunity to
cure, by mail, to Defendant c/o Bradley A. Chapin, Rutan & Tucker, LLP, 611
Anton Blvd. 14th
Floor, Costa Mesa, California 92626. After ten (10) days of mailing the notice
to Defendant, if Defendant has not cured the missing or incomplete payment,
Defendant will be in default of this Stipulation and Plaintiff may then request
this Court to enter judgment against Defendant as prescribed
therein.

    12.         Should
Defendant default on any payment required by this Stipulation, Plaintiff may
submit this Stipulation to the Court along with a declaration of non-compliance
by way of ex parte application for judgment to be entered for the unpaid
balance, less any payments received.  Plaintiff must provide proper
notice of the ex parte application seeking entry of judgment pursuant to this
Stipulation.

    13.         Any
payment made by Defendant prior to default and entry of judgment, if any, shall
be credited against any judgment entered.

    14.         Acceptance
of any late payment by Plaintiff, or anyone on Plaintiff’s behalf, shall not
constitute a waiver nor in anyway prejudice Plaintiff’s right to receive and
demand timely payments thereafter or to declare a default
hereunder.

    15.         A
signed facsimile of this Stipulation may be used for all purposes in place of
and instead of the original and will be binding upon the signed party as if the
original.  In addition, it is agreed that this Stipulation may be
executed in two (2) or more counterparts, each of which shall be deemed a
duplicate original, but all of which together shall constitute one (1) and the
same counterpart.

     


    
      
        
          STIPULATION
FOR ENTRY OF JUDGMENT (CONDITIONAL SETTLEMENT)

        

         


      

      
        4

        
          

        

      

      
         


        
          Exhibit
10.1

        

      

    


    16.         IT IS FURTHER STIPULATED AND
AGREED that Plaintiff and Defendant hereby release and forever discharge
each other and their respective assignees, transferees, principals, partners,
officers, representative and insurers, from any and all claims, demands,
damages, debts, liabilities, obligations, contracts, agreements, causes of
actions, suits, and costs of whatever nature, character or description,
anticipated or unanticipated, which they may have or may hereafter have against
one another which arise out of, directly or indirectly, or are in any way
connected with this action.

    17.         IT IS FURTHER STIPULATED AND
AGREED that Plaintiff and Defendant hereto expressly waive any and all
rights and benefits conferred upon them by the provisions of Section 1542 of the
Civil Code
reads as follows:

    “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.”

    18.         IT IS FURTHER STIPULATED AND
AGREED that Defendant expressly and explicitly acknowledge Defendant’s
rights to notice of a hearing, a hearing prior to judgment, a trial by jury,
appeal of that judgment, together with any and all rights commonly referred to
as “due process rights.”  Defendant hereby voluntarily, knowingly and
intelligently waives irrevocably each and all of the aforesaid due process
rights in connection with any judgment pursuant to the terms of this Stipulation
save for Plaintiff’s obligation to give Defendant notice of any ex parte
application to have judgment entered pursuant to this Stipulation.

    19.         IT IS FURTHER STIPULATED AND
AGREED that Defendant has had the opportunity to consult with counsel and
discuss its rights with respect to its performance and obligation pursuant to
the terms and conditions of this Stipulation, and the advisability of executing
same.  After said consultation, Defendant knowingly and voluntarily
agrees to the terms and conditions herein.

     


    
      
        
          STIPULATION
FOR ENTRY OF JUDGMENT (CONDITIONAL SETTLEMENT)

        

         


      

      
        5

        
          

        

      

      
         


        
          Exhibit
10.1

        

      

    


    


    


    
      	 
      	
              RAPTOR
      NETWORKS TECHNOLOGY, INC.,

            
	 
      	
              A
      CALIFORNIA CORPORATION

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Dated:  November
      19, 2009

            	/s/
      Thomas R. Whitenschlaeger
	 
      	
              RAPTOR
      NETWORKS TECHNOLOGY, INC.,

            
	 
      	
              A
      CALIFORNIA CORPORATION, Defendant

            
	 
      	 
      
	 
      	
              By: 
      Thomas R. Whitenschlaeger

            
	 
      	 
      
	 
      	
              Its: 
      CEO

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              PS
      BUSINESS PARKS, L.P.

            
	 
      	
              A
      CALIFORNIA LIMITED PARTNERSHIP

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Dated:  November
      24, 2009

            	/s/
      Robin Mather
	 
      	
              PS
      BUSINESS PARKS, L.P.

            
	 
      	
              A
      CALIFORNIA LIMITED PARTNERSHIP

            
	 
      	
              Plaintiff

            
	 
      	 
      
	 
      	 
      
	 
      	
              By: 
      Robin Mather

            
	 
      	 
      
	 
      	
              Its:
      Vice President

            
	 
      	 
      


    

    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      Exhibit
10.1



    APPROVED AS TO
FORM

     

    
 

    
      	 
      	
              TODD
      A. BRISCO & ASSOCIATES, APC

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Dated:  November
      24, 2009

            	
              /s/
      Cynthia
      S. Poer, Esq.

            
	 
      	
              Todd
      A. Brisco, Esq.

            
	 
      	
              Cynthia
      S. Poer, Esq.

            
	 
      	
              Attorney
      for Plaintiff,

            
	 
      	
              PS
      BUSINESS PARKS, L.P.,

            
	 
      	
              A
      California Limited Partnership

            
	 
      	 
      
	 
      	
              RUTAN
      & TUCKER, LLP

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Dated:  November
      19, 2009

            	
                    
                /s/
      Brad Chapin, Esq.

              

            
	 
      	
              Brad
      Chapin, Esq.

            
	 
      	
              Attorney
      for Defendant,

            
	 
      	
              RAPTOR
      NETWORKS TECHNOLOGY, INC.,

            
	 
      	
              A
      CALIFORNIA CORPORATION

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    



    
      
        
          STIPULATION
FOR ENTRY OF JUDGMENT (CONDITIONAL SETTLEMENT)

        

         


      

      
        6

        
          

        

      

       

    

    
Attachment 1

     

    
      
        	
                DATE

              	
                 PAYMENT

              	
                 PRINCIPAL

              	
                 INTEREST

              	
                 CUMULATIVE
      PRINCIPAL

              	
                 CUMULATIVE
      INTEREST

              	
                 PRINCIPAL
      BALANCE

              
	
                 STIPULATION

              	
                 $    7,000.00

              	
                 $    7,000.00

              	 
      	
                 $      7,000.00

              	 
      	
                 $
      209,000.00

              
	
                January
      15, 2010

              	
                 $    9,000.00

              	
                 $    9,000.00

              	 
      	
                 $    16,000.00

              	 
      	
                 $
      200,000.00

              
	
                February
      15, 2010

              	
                 $    9,000.00

              	
                 $    7,333.33

              	
                 $    1,666.67

              	
                 $    23,333.33

              	
                 $      1,666.67

              	
                 $
      192,666.67

              
	
                March
      15, 2010

              	
                 $    9,000.00

              	
                 $    7,394.45

              	
                 $    1,605.55

              	
                 $    30,727.78

              	
                 $      3,272.22

              	
                 $
      185,272.22

              
	
                April
      15, 2010

              	
                 $    9,000.00

              	
                 $    7,456.07

              	
                 $    1,543.93

              	
                 $    38,183.85

              	
                 $      4,816.15

              	
                 $
      177,816.15

              
	
                May
      15, 2010

              	
                 $    9,000.00

              	
                 $    7,518.20

              	
                 $    1,481.80

              	
                 $    45,702.06

              	
                 $      6,297.94

              	
                 $
      170,297.94

              
	
                June
      15, 2010

              	
                 $    9,000.00

              	
                 $    7,580.86

              	
                 $    1,419.14

              	
                 $    53,282.91

              	
                 $      7,717.09

              	
                 $
      162,717.09

              
	
                July
      15, 2010

              	
                 $    9,000.00

              	
                 $    7,644.03

              	
                 $    1,355.97

              	
                 $    60,926.94

              	
                 $      9,073.06

              	
                 $
      155,073.06

              
	
                August
      15, 2010

              	
                 $    9,000.00

              	
                 $    7,707.73

              	
                 $    1,292.27

              	
                 $    68,634.67

              	
                 $    10,365.33

              	
                 $
      147,365.33

              
	
                September
      15, 2010

              	
                 $    9,000.00

              	
                 $    7,771.96

              	
                 $    1,228.04

              	
                 $    76,406.63

              	
                 $    11,593.37

              	
                 $
      139,593.37

              
	
                October
      15, 2010

              	
                 $    9,000.00

              	
                 $    7,836.73

              	
                 $    1,163.27

              	
                 $    84,243.36

              	
                 $    12,756.64

              	
                 $
      131,756.64

              
	
                November
      15, 2010

              	
                 $    9,000.00

              	
                 $    7,902.03

              	
                 $    1,097.97

              	
                 $    92,145.39

              	
                 $    13,854.61

              	
                 $
      123,854.61

              
	
                December
      15, 2010

              	
                 $    9,000.00

              	
                 $    7,967.88

              	
                 $    1,032.12

              	
                 $   100,113.27

              	
                 $    14,886.73

              	
                 $
      115,886.73

              
	
                January
      15, 2011

              	
                 $    9,000.00

              	
                 $    8,034.28

              	
                 $       965.72

              	
                 $   108,147.56

              	
                 $    15,852.44

              	
                 $
      107,852.44

              
	
                February
      15, 2011

              	
                 $    9,000.00

              	
                 $    8,101.23

              	
                 $       898.77

              	
                 $   116,248.79

              	
                 $    16,751.21

              	
                 $   99,751.21

              
	
                March
      15, 2011

              	
                 $    9,000.00

              	
                 $    8,168.74

              	
                 $       831.26

              	
                 $   124,417.53

              	
                 $    17,582.47

              	
                 $   91,582.47

              
	
                April
      15, 2011

              	
                 $    9,000.00

              	
                 $    8,236.82

              	
                 $       763.18

              	
                 $   132,654.35

              	
                 $    18,345.65

              	
                 $   83,345.65

              
	
                May
      15, 2011

              	
                 $    9,000.00

              	
                 $    8,305.46

              	
                 $       694.54

              	
                 $   140,959.80

              	
                 $    19,040.20

              	
                 $   75,040.20

              
	
                June
      15, 2011

              	
                 $    9,000.00

              	
                 $    8,374.67

              	
                 $       625.33

              	
                 $   149,334.47

              	
                 $    19,665.53

              	
                 $   66,665.53

              
	
                July
      15, 2011

              	
                 $    9,000.00

              	
                 $    8,444.46

              	
                 $       555.54

              	
                 $   157,778.93

              	
                 $    20,221.07

              	
                 $   58,221.07

              
	
                August
      15, 2011

              	
                 $    9,000.00

              	
                 $    8,514.83

              	
                 $       485.17

              	
                 $   166,293.75

              	
                 $    20,706.25

              	
                 $   49,706.25

              
	
                September
      15, 2011

              	
                 $    9,000.00

              	
                 $    8,585.78

              	
                 $       414.22

              	
                 $   174,879.54

              	
                 $    21,120.46

              	
                 $   41,120.46

              
	
                October
      15, 2011

              	
                 $    9,000.00

              	
                 $    8,657.33

              	
                 $       342.67

              	
                 $   183,536.87

              	
                 $    21,463.13

              	
                 $   32,463.13

              
	
                November
      15, 2011

              	
                 $    9,000.00

              	
                 $    8,729.47

              	
                 $       270.53

              	
                 $   192,266.34

              	
                 $    21,733.66

              	
                 $   23,733.66

              
	
                December
      15, 2011

              	
                 $    9,000.00

              	
                 $    8,802.22

              	
                 $       197.78

              	
                 $   201,068.56

              	
                 $    21,931.44

              	
                 $   14,931.44

              
	
                January
      15, 2012

              	
                 $    9,000.00

              	
                 $    8,875.57

              	
                 $       124.43

              	
                 $   209,944.13

              	
                 $    22,055.87

              	
                 $    6,055.87

              
	
                February
      15, 2012

              	
                 $    6,106.33

              	
                 $    6,055.87

              	
                 $         50.47

              	
                 $   216,000.00

              	
                 $    22,106.33

              	
                 $              -

              


      

    

     

     

     

     

    7