<PAGE>
Exhibit 99.1
CASTLERIGG MASTER INVESTMENTS, LTD.
c/o Sandell Asset Management
40 West 57th Street, 26th Floor
New York, New York 10019
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 Castlerigg Master Investments Ltd.
("INVESTOR") 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 Investor
hereby agrees that, notwithstanding anything contained in
Sections 2 and 26(b) of the Notes, the Investor 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 $ 155,201
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.
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").
The Company shall
be responsible to pay the fees and expenses incurred
by the Investor (including counsel fees) incident to the
negotiation,
preparation, execution, delivery and performance of this waiver.
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
<PAGE>
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, invalid or
unenforceable
provision(s) with a valid provision(s), the effect
