PROCERA NETWORKS, INC. AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT Restricted Common Stock at $1.17 per Share
Exhibit
10.2
PROCERA
NETWORKS, INC.
AMENDMENT
NO. 1 TO SUBSCRIPTION AGREEMENT
Restricted
Common Stock at $1.17 per Share
This
Amendment No. 1 (the “Amendment”) to that certain Subscription Agreement dated
August 22, 2008 (the “Agreement”) by and between Procera Networks, Inc., a
Nevada corporation (the “Company”), and Xxxxxx X. Xxxxxxx (“Purchaser”) is made
and entered into by the Company and Purchaser as of the 12th day of September,
2008. All capitalized but undefined terms used herein shall have the
meaning set forth in the Agreement
Whereas,
Purchaser entered into the Agreement whereby Purchaser agreed to purchase
909,091 shares of the Company’s restricted common stock at a discounted $1.10
per share;
Whereas,
the parties wish to amend the Agreement so that Purchaser’s per share purchase
price reflects the current fair market value of the Company’s common stock;
and
Whereas,
the current fair market value of the Company’s common stock is $1.17, reflecting
the most recent closing price of the common stock as of September 11,
2008.
Now,
Therefore, It Is Agreed between the parties as follows:
1. Section
1(b)(iii) of the Agreement is amended and restated to read as
follows:
The
Participant’s check in the amount of $999,999.00 in exchange for 854,700 Shares
purchased (at a price per share of $1.17) net to the Company, or wire transfer
sent according to the Company’s instructions.
2. Section
1(f) of the Agreement is amended and restated to read as follows:
The
Company’s may choose to employ one or more placement agents, and/or other
advisors, broker dealers and/or finders, (collectively “Placement Agents”). In
the event the Company uses one or more Placement Agents, such Placement Agent(s)
shall receive commissions , fees and other consideration by the Company
individually and in aggregate of not greater than (i) Seven and one
half Percent (7.5%) of Participant’s investment amount, and (ii) a warrant to
purchase shares of common stock of the Company equal to Three Percent (3%) of
the total Shares purchased by Participant, at an exercise price equal to $1.75
per share. All cash commissions are costs to the Participant in
addition to the net $1.17 per share to the Company.
3. The
number of shares subscribed for and the total subscription amount under Section
9 of the Agreement are amended and restated as follows:
Number of
Shares subscribed for at $1.17 per share: 854,700
Total
Subscription Amount: $999,999.00
In Witness
Whereof, the parties hereto have executed this Amendment as of the day
and year first above written.
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Company
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Procera
Networks, Inc.
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a
Nevada corporation
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By:
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/s/
Xxxx Xxxxxx
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Title:
VP Finance
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Purchaser
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/s/
Xxxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxxx
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