raptor_10k-ex1006.htm


    
      
        

      
EXHIBIT 10.6


      


       

      THIRD
AMENDMENT

       

      THIS THIRD AMENDMENT (the
"Amendment") is made and
entered into as of the 16th
day of December , 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 dated September 22, 2008, as amended
      February 09, 2009,
      and June 23, 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 on March 31, 2010 ("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 September 30,
      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. As of the Extension Date, the schedule of Base Rent payable
      with respect to the Premises during the Extended Term is the
      following:

              


      

       

      
        	
                Period

              	
                Monthly
      Base Rent

              
	
                April
      01, 2010 — September 30, 2010

              	
                $1,560.00**

              
	 
      	
                **Pre-paid
      for the term of this lease

              


      

       

      All such
Base Rent 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 $TBD to $ premium for the period 09/01/09­09/01/10, A premium not
      received at lease execution, and the Tax Base for the computation of
      Lessee's pro-rata share of Real Property Taxes is amended from $TBD to
      $572.52.

              


      

       

      
        	
                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. 1/84th of
the cost per month). Lessee shall pay interest on the unamortized balance but
may prepay its obligation at any time.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                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.

              	
                PRE-PAID RENT:
      Lessee
      shall submit on or before April 01, 2010, the pre-paid rental
      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.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      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