PROCERA NETWORKS, INC. REGISTRATION RIGHTS AGREEMENT
EXHIBIT
2.3
PROCERA
NETWORKS, INC.
THIS
REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
is
made as of ________________, by and among Procera Networks, Inc., a Nevada
corporation (the “Company”),
and
the undersigned holders of common stock of the Company together with their
qualifying transferees (the “Holders”).
Capitalized terms used herein but not otherwise defined shall have the meaning
assigned to them in the Private Placement Memorandum, dated November ___, 2006
(the “Memorandum”).
RECITALS
A. The
Company has sold shares of common stock (“Shares”)
and
Warrants (“Warrants”)
convertible into shares of common stock to the Holders pursuant to one or more
Subscription Agreements and Warrant Agreements (collectively, each a
“Subscription”),
as
described in the Memorandum.
B. The
sale
of the Shares and Warrants is conditional upon the extension of the rights
set
forth herein, and by this Agreement the Company and the Holders desire to
provide for certain rights as set forth herein.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual promises and
covenants contained herein, the parties, severally and not jointly, hereby
agree
as follows:
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and of the mutual promises and
covenants contained herein, the parties agree as follows:
1. Registration
Rights.
1.1 Definitions.
As used
in this Agreement, the following terms shall have the following respective
meanings:
(a) The
terms
“register,”
“registered,”
and
“registration”
refer
to a registration effected by preparing and filing a registration statement
in
compliance with the Securities Act of 1933, as amended (the “Securities
Act”),
and
the declaration or ordering of the effectiveness of such registration
statement.
(b) The
term
“Restricted
Securities”
means:
(i) any and all shares of Common Stock of the Company issued and sold by
the Company pursuant to the Subscription Agreement and all shares of common
stock issuable in connection with the Warrants (which shares of Restricted
Common Stock are referred to herein as the “Common
Stock”);
(ii) stock issued in lieu of the stock referred to in (i) in any
reorganization which has not been sold to the public; and (iii) stock
issued in respect of the stock referred to in (i) and (ii) as a result
of a stock split, stock dividend, recapitalization or the like, which has not
been sold to the public.
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(c) The
terms
“Holder”
or
“Holders”
means
any person or persons to whom Restricted Securities were originally issued
or
qualifying transferees under subsection 1.8 hereof who hold Restricted
Securities.
(d) The
term
“Initiating
Holders”
means
any Holder or Holders, of 40% or greater of the aggregate of the Restricted
Securities then outstanding.
(e) The
term
“SEC”
means
the Securities and Exchange Commission.
(f) The
term
“Registration
Expenses”
shall
mean all expenses incurred by the Company in complying with subsections 1.2
and
1.3 hereof, including, without limitation, all registration, qualification
and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses, and the expense of any special
audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company which shall be paid in any
event by the Company.)
1.2 Company
Registration.
The
Company shall use commercially reasonable efforts to file a registration
statement, on the appropriate form, with the SEC, within ninety (90) days of
the
final closing of the entire Offering as described in the Memorandum and
attachments thereto. Such registration shall include all of the Restricted
Securities sold in the Offering and other restricted common stock of the Company
selected by the Company.
1.3 Expenses
of Registration.
All
Registration Expenses incurred in connection with any registration,
qualification, or compliance pursuant to this Section 1 shall be borne by
the Company except as follows:
(a) The
Company shall not be required to pay fees or disbursements of legal counsel
for
the Holders; and
(b) The
Company shall not be required to pay underwriters’ fees, discounts, or
commissions relating to Restricted Securities.
1.4 Registration
Procedures.
In the
case of each registration, qualification, or compliance effected by the Company
pursuant to this Rights Agreement, the Company will keep each Holder
participating therein advised in writing as to the initiation of each
registration, qualification, and compliance and as to the completion thereof.
Except as otherwise provided in subsection 1.3, at its expense, the Company
will:
(a) Prepare
and file with the SEC a registration statement with respect to such Restricted
Securities and use its best efforts to cause such registration statement to
become effective, and, upon the request of the Holders of a majority of the
Restricted Securities registered thereunder, keep such registration statement
effective for up to 120 days, or if such registration statement is on Form
S-3
(or any successor to Form S-3) and provides for sales of securities from time
to
time pursuant to Rule 415 under the Securities Act, for up to one
year;
(b) Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement;
(c) Furnish,
without charge, to the Holders such numbers of copies of a prospectus, including
each preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in
order
to facilitate the disposition of Restricted Securities owned by
them;
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(d) Use
its
best efforts to register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such jurisdictions
as
shall be reasonably requested by the Holders or any managing underwriter,
provided that the Company shall not be required, in connection therewith or
as a
condition thereto, to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions;
(e) In
the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering. Each Holder participating in such
underwriting shall also enter into and perform its obligations under such an
agreement;
(f) Notify
each Holder of Restricted Securities covered by such registration statement
at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act or the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing;
(g) Make
available for inspection by a representative of the Holders, the managing
underwriter participating in any disposition pursuant to such registration
statement and one firm of attorneys designated by the Holders (upon execution
of
customary confidentiality agreements reasonably satisfactory to the Company
and
its counsel), at reasonable times and in reasonable manner, financial and other
records, documents and properties of the Company that are pertinent to the
conduct of due diligence customary for an underwritten offering, and cause
the
officers, directors, and employees of the Company to supply all information
reasonably requested by any such representative, underwriter, or attorney in
connection with a registration statement, as shall be necessary to enable such
persons to conduct a reasonable investigation within the meaning of Section
11
of the Securities Act;
(h) Use
its
best efforts to cause all Restricted Securities covered by a registration
statement to be listed on any securities exchange or any automated quotation
system on which similar securities issued by the Company are then
listed;
(i) Cause
to
be provided to the Holders that are selling Restricted Securities pursuant
to
such registration statement and to the managing underwriter, if any disposition
pursuant to such registration statement is an underwritten offering, upon the
effectiveness of such registration statement, a customary opinion of independent
counsel (an “Opinion”)
and a
customary “cold comfort” letter of independent auditors (a “Comfort
Letter”)
in
each case addressed to such Holders and managing underwriter, if
any;
(j) Notify
in
writing the Holders that are selling Restricted Securities pursuant to such
registration statement and any managing underwriter if any disposition pursuant
to such registration statement is an underwritten offering: (i) when the
registration statement has become effective and when any post-effective
amendment thereto has been filed and becomes effective; (ii) of any request
by
the SEC or any state securities authority for amendments and supplements to
the
registration statement, or of any material request by the SEC or any state
securities authority for additional information after the registration statement
has become effective; (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of the registration
statement, or the initiation of any proceedings for that purpose; (iv) if,
between the effective date of the registration statement and the closing of
any
sale of Restricted Securities covered thereby, the representations and
warranties of the Company contained in any underwriting agreement, securities
sales agreement, or other similar agreement, including this Agreement, relating
to disclosure cease to be true and correct in all material respects or if the
Company receives any notification with respect to the suspension of the
qualification of the Restricted Securities for sale in any jurisdiction or
the
initiation of any proceeding for such purpose; (v) of the happening of any
event
during the period the registration statement is effective such that such
registration statement or the related prospectus contains an untrue statement
of
a material fact or omits to state a material fact required to be stated therein
or necessary to make statements therein not misleading (in the case of a
prospectus, in light of circumstances under which they were made); and (vi)
of
any determination by the Company that a post-effective amendment to the
registration statement would be appropriate. The Holders hereby agree to
suspend, and to cause any managing underwriter to suspend, use of the prospectus
contained in a registration statement upon receipt of such notice under clause
(iii), (v) or (vi) above until, in the case of clause (iii), such stop order
is
removed or rescinded or, in the case of clauses (v) and (vi), the Company has
amended or supplemented such prospectus to correct such misstatement or omission
or otherwise;
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If
the
notification relates to an event described in clauses (v) or (vi), the Company
shall promptly prepare and furnish to such seller and each underwriter, if
any,
a reasonable number of copies of a prospectus supplemented or amended so
that,
as thereafter delivered to the purchasers of such Restricted Securities,
such
prospectus shall not include an untrue statement of a material fact or omit
to
state a material fact required to be stated therein or necessary to make
the
statements therein not misleading;
(k) Provide
and cause to be maintained a transfer agent and registrar for all such
Restricted Securities covered by such registration statement not later than
the
effective date of such registration statement;
(l) Deliver
promptly to each Holder participating in the offering and each underwriter,
if
any, copies of all correspondence between the SEC and the Company, its counsel
or auditors and all memoranda relating to discussions with the SEC and its
staff
with respect to the registration statement, other than those portions of
any
such correspondence and memoranda which contain information subject to
attorney-client privilege with respect to the Company, and, upon receipt
of such
confidentiality agreements as the Company may reasonably request, make
reasonably available for inspection by any Holder of such Restricted Securities
covered by such registration statement, by any underwriter, if any,
participating in any disposition to be effected pursuant to such registration
statement and by any attorney, accountant or other agent retained by any
such
Holder or any such underwriter, all pertinent financial and other records,
pertinent corporate documents and properties of the Company, and cause all
of
the Company’s officers, directors and employees to supply all information
reasonably requested by any such Holder, underwriter, attorney, accountant,
or
agent in connection with such registration statement;
(m) Use
its
best efforts to obtain the withdrawal of any order suspending the effectiveness
of the registration statement;
(n) Provide
a
CUSIP number for all Restricted Securities not later than the effective date
of
the registration statement;
(o) Make
reasonably available its employees and personnel and otherwise provide
reasonable assistance to the underwriters in the marketing of Restricted
Securities in any underwritten offering;
(p) Promptly
prior to the filing of any document which is to be incorporated by reference
into the registration statement or the prospectus (after the initial filing
of
such registration statement) provide copies of such document to counsel to
the
seller of Restricted Securities and to the managing underwriter, if any,
and
make the Company’s representatives reasonably available for discussion of such
document and make such changes in such document concerning such sellers prior
to
the filing thereof as counsel for such sellers or underwriters may reasonably
request; and
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1.5 Indemnification.
(a) The
Company will indemnify and hold harmless to the fullest extent permitted
by law
each Holder of Restricted Securities and each of its officers, directors
and
partners, and each person controlling such Holder, with respect to which
such
registration, qualification, or compliance has been effected pursuant to
this
Agreement, and each underwriter, if any, and each person who controls any
underwriter of the Restricted Securities held by or issuable to such Holder,
against all claims, losses, expenses, damages, and liabilities (or actions
in
respect thereto) arising out of or based on: (i) any untrue statement (or
alleged untrue statement) of a material fact contained in any registration
statement under which such securities were registered under the Securities
Act
or the omission or alleged omission to state therein a material fact required
to
be stated therein or necessary to make the statements therein not misleading;
(ii) any untrue statement (or alleged untrue statement) of a material fact
contained in any preliminary, final or summary prospectus, offering circular,
or
other document (including any related registration statement, notification
or
the like) incident to any such registration, qualification, or compliance,
or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statement therein,
in
light of the circumstances under which they were made, or not misleading;
or
(iii) any violation (or alleged violation) by the Company of the Securities
Act,
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”),
or
any state securities law applicable to the Company, or any rule or regulation
promulgated under the Securities Act, the Exchange Act, or any such state
law
and relating to action or inaction required of the Company in connection
with
any such registration, qualification, or compliance, and will reimburse each
such Holder, each of its officers, directors, and partners, and each person
controlling such Holder, each such underwriter and each person who controls
any
such underwriter, within a reasonable amount of time after incurred, for
any
reasonable legal and any other expenses incurred in connection with
investigating, defending, or settling any such claim, loss, damage, liability,
or action; provided, however, that the indemnity agreement contained in this
subsection 1.5(a) shall not apply to amounts paid in settlement of any such
claim, loss, damage, liability, or action if such settlement is effected
without
the consent of the Company (which consent shall not be unreasonably withheld);
and provided further, that the Company will not be liable in any such case
to
the extent that any such claim, loss, damage, or liability arises out of,
or is
based on, any untrue statement or omission based upon written information
furnished to the Company by an instrument duly executed by such Holder or
underwriter specifically for use therein.
(b) Each
Holder will, if Restricted Securities held by or issuable to such Holder
are
included in the securities as to which such registration, qualification or
compliance is being effected, severally and not jointly, indemnify and hold
harmless to the fullest extent permitted by law the Company, each of its
directors and officers, each underwriter, if any, of the Company’s securities
covered by such a registration statement, each person who controls the Company
within the meaning of the Securities Act, and each other such Holder, each
of
its officers, directors, and partners and each person controlling such Holder,
against all claims, losses, expenses, damages and liabilities (or actions
in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular, or other document, or any omission
(or
alleged omission) to state therein a material fact required to be stated
therein
or necessary to make the statements therein not misleading, and will reimburse
the Company, such Holders, such directors, officers, partners, persons, or
underwriters for any reasonable legal or any other expenses incurred in
connection with investigating, defending, or settling any such claim, loss,
damage, liability or action, in each case to the extent, but only to the
extent,
that such untrue statement (or alleged untrue statement) or omission (or
alleged
omission) is made in such registration statement, prospectus, offering circular,
or other document in reliance upon and in conformity with written information
furnished to the Company by the Holder in an instrument duly executed by
such
Holder specifically for use therein; provided, however, that the indemnity
agreement contained in this subsection 1.5(b) shall not apply to amounts
paid in
settlement of any such claim, loss, damage, liability, or action if such
settlement is effected without the consent of the Holder (which consent shall
not be unreasonably withheld); provided further, that the total amount for
which
any Holder shall be liable under this subsection 1.5(b) shall not in any
event
exceed the net proceeds received by such Holder from the sale of Restricted
Securities held by such Holder in such registration; and provided further,
that
a Holder will not be liable in any such case to the extent that any such
claim,
loss, damage, or liability arises out of or is based on any untrue statement
or
omission based upon written information furnished to the Holder by an instrument
duly executed by the Company or underwriter specifically for use
therein.
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(c) Each
party entitled to indemnification under this subsection 1.5 (the
“Indemnified
Party”)
shall
give notice to the party required to provide indemnification (the “Indemnifying
Party”)
promptly after such Indemnified Party has actual knowledge of any claim as
to
which indemnity may be sought, and shall permit the Indemnifying Party to
assume
the defense of any such claim or any litigation resulting therefrom; provided
that counsel for the Indemnifying Party, who shall conduct the defense of
such
claim or litigation, shall be approved by the Indemnified Party (whose approval
shall not be unreasonably withheld), and the Indemnified Party may participate
in such defense at such party’s expense; and provided further, that the failure
of any Indemnified Party to give notice as provided herein shall not relieve
the
Indemnifying Party of its obligations hereunder, except to the extent such
failure resulted in material prejudice to the Indemnifying Party; and provided
further, that an Indemnified Party (together with all other Indemnified Parties
which may be represented without conflict by one counsel) shall have the
right
to retain one separate counsel, with the fees and expenses to be paid by
the
Indemnifying Party, if representation of such Indemnified Party by the counsel
retained by the Indemnifying Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other
party
represented by such counsel in such proceeding. No Indemnifying Party, in
the
defense of any such claim or litigation, shall, except with the consent of
each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation.
(d) If
for
any reason the foregoing indemnity is unavailable or is insufficient to hold
harmless an indemnified party under Section 1.5, then each Indemnifying Party
shall contribute to the amount paid or payable by such Indemnified Party
as a
result of any Claim in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party, on the one hand, and the Indemnified Party,
on
the other hand, with respect to such offering of securities. The relative
fault
shall be determined by reference to, among other things, whether the untrue
or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Indemnifying
Party or the Indemnified Party and the parties' relative intent, knowledge,
access to information, and opportunity to correct or prevent such untrue
statement or omission. If, however, the allocation provided in the second
preceding sentence is not permitted by applicable law, then each Indemnifying
Party shall contribute to the amount paid or payable by such Indemnified
Party
in such proportion as is appropriate to reflect not only such relative faults,
but also any other relevant equitable considerations. The parties hereto
agree
that it would not be just and equitable if contributions pursuant to this
Section 1.5(d) were to be determined by pro rata allocation or by any other
method of allocation which does not take into account the equitable
considerations referred to in the preceding sentences of this
Section 1.5(d). The amount paid or payable in respect of any Claim shall be
deemed to include any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such
Claim.
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f)
of the U.S. Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. Notwithstanding
anything in this Section 1.5
to the contrary, no Indemnifying Party (other than the Company) shall be
required pursuant to this Section
1.5(d) to contribute any amount in excess of the net proceeds received by
such
Indemnifying Party from the sale of Restricted Securities in the offering
to
which the losses, claims, damages, or liabilities of the Indemnified Parties
relate, less the amount of any indemnification payment made pursuant to Section
1.5.
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(e) The
indemnity agreements contained herein shall be in addition to any other rights
to indemnification or contribution which any Indemnified Party may have pursuant
to law or contract and shall remain operative and in full force and effect
regardless of any investigation made or omitted by, or on behalf of, any
Indemnified Party and shall survive the transfer of the Restricted Securities
by
any such party.
1.6 Information
by Holder.
Any
Holder or Holders of Restricted Securities included in any registration shall
promptly furnish to the Company such information regarding such Holder or
Holders and the distribution proposed by such Holder or Holders as the Company
may request in writing and as shall be required in connection with any
registration, qualification, or compliance referred to herein.
1.7 Rule
144 Reporting.
With a
view to making available to Holders the benefits of certain rules and
regulations of the SEC which may permit the sale of the Restricted Securities
to
the public without registration, the Company agrees at all times to use best
efforts to:
(a) make
and
keep public information available, as those terms are understood and defined
in
SEC Rule 144, beginning 90 days after the effective date of the first
registration filed by the Company for an offering of its securities to the
general public;
(b) file
with
the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act (at any time after
it has
become subject to such reporting requirements); and
(c) so
long
as a Holder owns any Restricted Securities, to furnish to such Holder forthwith
upon request a written statement by the Company as to its compliance with
the
reporting requirements of said Rule 144 (beginning 90 days after the
effective date of the first registration statement filed by the Company for
an
offering of its securities to the general public), and of the Securities
Act and
the Exchange Act (at any time after it has become subject to such reporting
requirements), a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed by the Company as
the
Holder may reasonably request in complying with any rule or regulation of
the
SEC allowing the Holder to sell any such securities without
registration.
1.8 Transfer
of Registration Rights.
Holders’ rights to cause the Company to register their securities and keep
information available, granted to them by the Company under subsections 1.2
and 1.7, may be assigned to a transferee or assignee of: (i) at least
100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations
and like events); (ii) the transfer is in connection with the transfer of
all shares of a Holder; or (iii) to any constituent partners or members of
a Holder which is a partnership or limited liability company, or to affiliates
(as such term is defined in Rule 405 of the Securities Act) of a Holder,
provided, that (a) the Company is given written notice by such Holder at
the
time of or within a reasonable time after said transfer, stating the name
and
address of said transferee or assignee and identifying the securities with
respect to which such registration rights are being assigned; and (b) solely
as
to transfers pursuant to clause (iii) above, any transferees or assignees
agree to act through a single representative. The Company may prohibit the
transfer of any Holders’ rights under this subsection 1.8 to any proposed
transferee or assignee who the Company reasonably believes is a competitor
of
the Company. Notwithstanding anything else in this subsection 1.8, any Holder
may transfer rights to a transferee of a Holder’s Restricted Securities if such
transferee is a partner, member, or shareholder or a retired partner, member,
or
shareholder of such Holder.
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1.9 Delay
of Registration.
No
Holder shall have any rights to take any actions to restrain, enjoin, or
otherwise delay any registration as the result of any controversy that might
arise with respect to the interpretation or implementation of this Section
1.
1.10 Termination
of Registration Rights.
No
holder shall be entitled to exercise any right provided for in this Section
1 at
any time when such Holder may sell all its shares in a three (3) month period
under Rule 144 of the Securities Act.
2. General.
2.1 Waivers
and Amendments.
With
the written consent of the record holders of at least a majority of the
Restricted Securities, the obligations of the Company and the rights of the
parties under this Agreement may be waived (either generally or in a particular
instance, either retroactively or prospectively, and either for a specified
period of time or indefinitely), and with the same consent the Company, when
authorized by resolution of its Board of Directors, may enter into a
supplementary agreement for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement; provided,
however, that no such modification, amendment, or waiver shall reduce the
aforesaid percentage of Restricted Securities without the consent of all
of the
Holders of the Restricted Securities. Notwithstanding the foregoing,
subsections 2.1, 2.2, 2.3, 2.4 and 2.7 may be amended only with the written
consent of the Company and a majority of the shares then held by Qualified
Holders. Upon the effectuation of each such waiver, consent, agreement of
amendment or modification, the Company shall promptly give written notice
thereof to the record holders of the Restricted Securities or Qualified Holders,
as the case may be, who have not previously consented thereto in writing.
This
Agreement or any provision hereof may be changed, waived, discharged, or
terminated only by a statement in writing signed by the party against which
enforcement of the change, waiver, discharge, or termination is sought, except
to the extent provided in this subsection 3.1. In addition, the Company
will grant the Holders any rights of first refusal or registration rights
granted to subsequent purchasers of the Company’s equity securities to the
extent that such subsequent rights are superior, in good faith judgment of
the
Company’s Board of Directors, to those granted in connection with the
transaction.
2.2 Governing
Law.
This
Agreement shall be governed in all respects by the laws of the State of
California as such laws are applied to agreements between California residents
entered into and to be performed entirely within California without regard
to
its conflict of law principles.
2.3 Successors
and Assigns.
Except
as otherwise expressly provided herein, the provisions hereof shall inure
to the
benefit of, and be binding upon, the successors, assigns, heirs, executors
and
administrators of the parties hereto.
2.4 Entire
Agreement.
Except
as set forth below, this Agreement and the other documents delivered pursuant
hereto constitute the full and entire understanding and agreement between
the
parties with regard to the subjects hereof and thereof, and this Agreement
shall
supersede and cancel all prior agreements between the parties hereto with
regard
to the subject matter hereof.
2.5 Notices,
etc.
All
notices and other communications required or permitted hereunder shall be
in
writing and shall be delivered by overnight courier service, or mailed by
first
class mail, postage prepaid, certified or registered mail, return receipt
requested, addressed: (a) if to any Purchaser, at such party’s address as
set forth in the Company’s records, or at such other address as such party shall
have furnished to the Company in writing; or (b) if to the Company, at such
address as the Company shall have furnished to the Purchaser in
writing.
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2.6 Severability.
In case
any provision of this Agreement shall be invalid, illegal, or unenforceable,
the
validity, legality, and enforceability of the remaining provisions of this
Agreement or any provision of the other Agreements shall not in any way be
affected or impaired thereby.
2.7 Titles
and Subtitles.
The
titles of the sections and subsections of this Agreement are for convenience
of
reference only and are not to be considered in construing this
Agreement.
2.8 Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
an original, but all of which together shall constitute one
instrument.
IN
WITNESS WHEREOF, the parties hereby have executed this Agreement on the date
set
forth underneath their respective signatures below.
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PROCERA
NETWORKS, INC.,
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a
Nevada corporation
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By:
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Xxxx
Xxxxxx, Chief Executive Officer
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Date:
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“HOLDER”
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By:
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Its:
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Date:
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Registration
Rights Agreement
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Procera
Networks, Inc.
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C-9
