PROCERA NETWORKS, INC. REGISTRATION RIGHTS AGREEMENT
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EXHIBIT
10.2
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Form
of Registration Rights
Agreement
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PROCERA
NETWORKS, INC.
THIS
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of
_____________, 2007, 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 May 25, 2007 (the
“Memorandum”).
RECITALS:
A.
The Company has sold shares of common stock (“Common Stock”) to
the Holders pursuant to one or more Subscription Agreements (each a
“Subscription”), as described in the Memorandum.
B.
The sale of the Common Stock 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:
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 (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.
(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.)
(g) The
term “Effective Date” shall be the final closing date of the
entire Offering described in the Subscription and the Memorandum.
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 Effective Date. 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;
(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;
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
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.
(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.
(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.
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.
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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“COMPANY”
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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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