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Exhibit 99.2
CEDAR HILL CAPITAL PARTNERS ONSHORE,LP
CEDAR HILL CAPITAL PARTNERS OFFSHORE Ltd
c/o Cedar Hill Capital Partners LLC
445 Park Avenue,5th Floor
New York, New York 10022
March 31, 2009
Raptor Networks Technology, Inc.
1508 S. Grand Avenue
Santa Ana, California 92705
Re: Waiver of Interest Payment
Ladies and Gentlemen:
Reference is
hereby made to (i) those certain Senior Secured
Convertible Notes, dated as of January 19, 2007 and August 1, 2007
(the
"NOTES"), by Raptor Networks Technology, Inc., a Colorado
corporation (the
"Company") in favor of Cedar Hill Capital Partners Onshore, LP and
Cedar Hill
Capital Partners Offshore, Ltd. ("INVESTORS") and (ii) that certain
Securities
Purchase Agreement, dated July 28, 2008, by and among the Company,
the Investor
and the other investors party thereto (the "2008 SECURITIES
PURCHASE
AGREEMENT"). Capitalized terms used herein and not otherwise
defined herein
shall have the respective meanings ascribed to them in the
Notes.
The Investors
hereby agree that, notwithstanding anything contained in
Sections 2 and 26(b) of the Notes, the Investors shall grant the
Company a
limited waiver by which the Interest otherwise due under the Notes
for the
quarterly period ending March 31, 2009 in the amount of $37,770
shall, instead
of being paid in cash by the Company as required under the Notes,
be added to
and become a part of the Principal and, accordingly, shall bear
Interest and be
repaid as provided in the Notes. The total amount of interest of
$37,770 as
mentioned before breaks out as follows:
Cedar Hill Capital
Partners Onshore, LP: interest re 1/19/07 note
amounts to $7,620 and interest re 8/1/07 note amounts to $11,711;
totaling
$19,331 for Onshore for both Notes.
Cedar Hill Capital
Partners Offshore Ltd.: interest re 1/19/07 note
amounts to $6,491 and interest re 8/1/07 note amounts to $11,948;
totaling
$18,439 for Offshore for both Notes.
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This waiver shall
become effective upon the execution and delivery of
this waiver by the parties hereto and the execution and delivery of
waivers from
the Company and any other holders of Existing Notes and New Notes
in the form of
this waiver (such date, the "EFFECTIVE DATE").
Except as modified
by the provisions hereof, the Notes will remain in
full force and effect in accordance with its terms. Except as set
forth herein,
the execution of this waiver and any discussions, negotiations,
correspondence
and other communications, drafts of documents and meetings among
the parties
hereto DO NOT represent and SHALL NOT be construed or relied upon
as being (i) a
waiver of or prejudicial to any rights the parties may have or (ii)
a waiver of
the parties' rights under any statute or under any applicable law,
or (iii) an
admission or declaration against interest by either party
hereto.
This waiver may be
executed in two or more identical counterparts, all
of which shall be considered one and the same agreement and be
effective as of
the date written above; provided that a facsimile signature shall
be considered
due execution and shall be binding upon the signatory thereto with
the same
force and effect as if the signature were an original, not a
facsimile
signature.
If any provision
of this waiver is prohibited by law or otherwise
determined to be invalid or unenforceable by a court of competent
jurisdiction,
the provision that would otherwise be prohibited, invalid or
unenforceable shall
be deemed amended to apply to the broadest extent that it would be
valid and
enforceable, and the invalidity or unenforceability of such
provision shall not
affect the validity of the remaining provisions of this waiver so
long as this
waiver as so modified continues to express, without material
change, the
original intentions of the parties as to the subject matter hereof
and the
prohibited nature, invalidity or unenforceability of the
provisions(s) in
question does not substantially impair the respective expectations
or reciprocal
obligations of the parties or the practical realization of the
benefits that
would otherwise be conferred upon the parties. The parties will
endeavor in good
faith negotiations to replace the prohibited,
