0001140361-06-003126 Sample Contracts

PROCERA NETWORKS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 1st, 2006 • Procera Networks Inc • Services-computer programming services • California

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 December 7, 2005 (the “Memorandum”).

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PROCERA NETWORKS, INC. SUBSCRIPTION AGREEMENT Restricted Common Stock at $0.40 per Share
Subscription Agreement • March 1st, 2006 • Procera Networks Inc • Services-computer programming services • California
PROCERA NETWORKS, INC.
Stock Subscription Agreement • March 1st, 2006 • Procera Networks Inc • Services-computer programming services

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”).

PROCERA NETWORKS, INC.
Procera Networks Inc • March 1st, 2006 • Services-computer programming services
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