PROCERA NETWORKS, INC.
Exhibit
10.2
PROCERA
NETWORKS, INC.
AMENDMENT
TO STOCK SUBSCRIPTION AGREEMENT
This
Amendment to the Stock Subscription Agreement (“Amendment”), is made as of
February __, 2006, between the undersigned subscriber (the “Subscriber”)
and Procera Networks, Inc., a Nevada corporation (“Procera”).
Background
Statement.
The
Subscriber has previously entered into a Subscription Agreement with Procera
relating to a commitment by the Subscriber to purchase registrable shares of
Procera Common Stock at $0.40 per share (the “Subscription Agreement”) under the
terms of an offering (the “Offering”) described in Procera’s Confidential
Private Placement Memorandum, dated December 7, 2005 (the “Memorandum”). Procera
has modified the terms of the Offering in accordance with a Supplement No.
1
dated February 7, 2006 (the “Supplement”). The Offering as amended as
provided in the Supplement is hereinafter referred to as the “Amended Offering.”
The parties desire to confirm the subscription of the Subscriber under the
terms
of the Amended Offering.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants contained in this
Amendment, the parties hereby agree as follows:
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1.
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The
Subscriber confirms that the Subscriber has been given the opportunity
by
Procera to receive a full return of any payments, plus interest,
made by
Subscriber in connection with the Offering and Subscriber’s previously
executed Subscription Agreement;
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2.
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The
Subscriber confirms that the Subscriber has received and reviewed
the
Supplement and has had an opportunity to ask questions of, and receive
answers from, appropriate representatives of Procera concerning the
Supplement and the Amended Offering;
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3.
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The
Registration Rights Agreement between Procera and the Subscriber
that is
attached to the Memorandum as Exhibit
C,
and is hereby amended to be consistent with the Supplement so that
all
dates contained in either of them referring to closings of the offering
shall be deemed to refer to the offering described in the Memorandum
as
modified by the Supplement; and
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4.
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Except
as specifically modified by the Supplement and this Amendment, all
of the
terms of the Amended Offering and of the Subscription Agreement are
hereby
confirmed.
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Subject
to acceptance by Procera, the undersigned has signed this Amendment to evidence
the Subscriber’s agreement to subscribe for registrable shares of Procera common
stock under the Amended Offering, the Subscription Agreement, and as described
in this Amendment, this ___ day of February, 2006.
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Subscriber
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Procera
has accepted the subscription as provided in this Amendment on the ___ day
of
February, 2006.
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PROCERA
NETWORKS, INC.
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By:
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Xxxxxxx
Xxxxxx, CEO
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[SIGNATURE
PAGE TO AMENDMENT TO THE STOCK SUBSCRIPTION AGREEMENT]
